================================================================================


                  EYE CARE CENTERS OF AMERICA, INC., as Issuer

                           THE GUARANTORS NAMED HEREIN

                                       and

               UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

                                 _______________

                                  $100,000,000

                    9 1/8% Senior Subordinated Notes due 2008

                                   $50,000,000

               Floating Interest Rate Subordinated Term Securities

                             ("FIRSTS")sm(a) due 2008

                                 _______________

                                    INDENTURE

                           Dated as of April 24, 1998

                                 _______________

================================================================================

_________________________
 (a)    FIRSTS  is  a  service  mark  of  BT  Alex.  Brown  Incorporated

<TABLE>
<CAPTION>


                    CROSS-REFERENCE
                        TABLE

<S>                                      <C>         <C>

  TIA . . . . . . . . .   . . . . . . . .  Indenture
Section . . . . . . . .  . .  . . . . .  .  Section
--------                                   ----------

310 (a)(1). . . . . . . . . . . . . . . . .  7.10
    (a)(2). . . . . . . . . . . . . . . .    7.10
    (a)(3). . . . . . . . . . . . . . . . .  N.A.
    (a)(4). . . . . . . . . . . . . . . . .  N.A.
    (b) . . . . . . . . . . . . . . . .   .  7.8; 7.10
    (c) . . . . . . . . . . . . . . . . .    N.A.
311 (a). . . . . . . . . . . . . . . . . .   7.11
    (b) . . . . . . . . . . . . . . . . .    7.11
    (c) . . . . . . . . . . . . . . . . .    N.A.
312 (a). . . . . . . . . . . . . . . . . .   2.5
    (b) . . . . . . . . . . . . . . . . .    13.3
    (c) . . . . . . . . . . . . . . . . .    13.3
313 (a). . . . . . . . . . . . . . . . .     7.6
    (b)(1). . . . . . . . . . . . . . . . .  N.A.
    (b)(2). . . . . . . . . . . . . .        7.6
    (c) . . . . . . . . . . . . . . .        7.6
    (d) . . . . . . . . . . . . . . .        7.6
314 (a). . . . . . . . . . . . . . . .       4.18; 4.19;
.. . . . . . . . . . . . . . . . . . . .. . . 13.2
    (b) . . . . . . . . . . . . . . . .   .  N.A.
    (c)(1). . . . . . . . . . . . . . . .    13.4
    (c)(2). . . . . . . . . . . . . . . .    13.4
    (c)(3). . . . . . . . . . . . . . . . .  N.A.
    (d) . . . . . . . . . . . . . . . . .    N.A.
    (e) . . . . . . . . . . . . . . . . .    13.5
    (f) . . . . . . . . . . . . . . . . .    4.19
315 (a). .   . . . . . . . . . . . . . . .   7.1
    (b) . . . . . . . . . . . . . . . .      7.5; 13.2
    (c) . . . . . . . . . . . . . . . . .    7.1
    (d) . . . . . . . . . . . . . . . . .    7.1
    (e) . . . . . . . . . . . . . . . . .    6.11
316 (a)(last)(sentence) . . . . . . . . . .  13.6
    (a)(1)(A) . . . . . . . . . . . . . .    6.5
    (a)(1)(B) . . . . . . . . . . . . . .    6.4
    (a)(2). . . . . . . . . . . . . . . . .  N.A.
    (b) . . . . . . . . . . . . . . . . .    6.7
317 (a)(1). . . . . . . . . . . . . . . . .  6.8
    (a)(2). . . . . . . . . . . . . . . .    6.9
    (b) . . . . . . . . . . . . . . . . .    2.4
318 (a). . . . . . . . . . . . . . . . . .   13.1

____________
N.A. means Not Applicable

Note: This Cross-Reference Table shall
not, for any purpose, be deemed
to be part of the Indenture.
</TABLE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                        <C>                                         <C>
                                                                                      Page
                                                                                     -------
SECTION 1.1.. . . . . . . . . . . . . . .  Definitions                                   1
SECTION 1.2.. . . . . . . . . . . . . . .  Other Definitions                            32
SECTION 1.3.. . . . . . . . . . . . . . .  Incorporation by Reference of Trust
                                            Indenture Act. . . . . . . . . . . .        33
SECTION 1.4.. . . . . . . . . . . . . . .  Rules of Construction                        33

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1.. . . . . . . . . . . . . . .  Form and Dating                              34
SECTION 2.2.. . . . . . . . . . . . . . .  Execution and Authentication; Aggregate
                                            Principal Amount. . . . . . . . . . . .     35
SECTION 2.3.. . . . . . . . . . . . . . .  Registrar and Paying Agent                   36
SECTION 2.4.. . . . . . . . . . . . . . .  Paying Agent To Hold Assets in Trust         37
SECTION 2.5.. . . . . . . . . . . . . . .  Noteholder Lists                             37
SECTION 2.6.. . . . . . . . . . . . . . .  Transfer and Exchange                        38
SECTION 2.7.. . . . . . . . . . . . . . .  Replacement Notes                            38
SECTION 2.8.. . . . . . . . . . . . . . .  Outstanding Notes                            39
SECTION 2.9.. . . . . . . . . . . . . . .  Treasury Notes                               39
SECTION 2.10. . . . . . . . . . . . . . .  Temporary Notes                              40
SECTION 2.11. . . . . . . . . . . . . . .  Cancellation                                 40
SECTION 2.12. . . . . . . . . . . . . . .  Defaulted Interest                           41
SECTION 2.13. . . . . . . . . . . . . . .  CUSIP Numbers                                41
SECTION 2.14. . . . . . . . . . . . . . .  Deposit of Moneys                            41
SECTION 2.15. . . . . . . . . . . . . . .  Restrictive Legends                          42
SECTION 2.16. . . . . . . . . . . . . . .  Book-Entry Provisions for Global Notes       44
SECTION 2.17. . . . . . . . . . . . . . .  Special Transfer Provisions                  45

                                  ARTICLE III
                                   REDEMPTION

SECTION 3.1.. . . . . . . . . . . . . . .  Notices to Trustee                           50
SECTION 3.2.. . . . . . . . . . . . . . .  Selection of Notes To Be Redeemed            50
SECTION 3.3.. . . . . . . . . . . . . . .  Notice of Redemption                         50
SECTION 3.4.. . . . . . . . . . . . . . .  Effect of Notice of Redemption               52
SECTION 3.5.. . . . . . . . . . . . . . .  Deposit of Redemption Price                  52
SECTION 3.6.. . . . . . . . . . . . . . .  Notes Redeemed in Part                       52

                                      -i-

                                   ARTICLE IV
                                    COVENANTS

                                                                                      Page
                                                                                      ----
SECTION 4.1.. . . . . . . . . . . . . . .  Payment of Notes                             53
SECTION 4.2.. . . . . . . . . . . . . . .  Limitation on Liens                          53
SECTION 4.3.. . . . . . . . . . . . . . .  Limitation on Incurrence of Additional
                                            Indebtedness. . . .                         54
SECTION 4.4.. . . . . . . . . . . . . . .  Limitation on Restricted Payments            54
SECTION 4.5.. . . . . . . . . . . . . . .  Limitation on Dividend and Other Payment
                                            Restrictions Affecting Subsidiaries .       57
SECTION 4.6.. . . . . . . . . . . . . . .  Limitation on Asset Sales                    58
SECTION 4.7.. . . . . . . . . . . . . . .  Limitation on Transactions with
                                            Affiliates.                                 63
SECTION 4.8.. . . . . . . . . . . . . . .  Change of Control                            65
SECTION 4.9.. . . . . . . . . . . . . . .  Prohibition on Incurrence of Senior
                                            Subordinated Debt .                         68
SECTION 4.10. . . . . . . . . . . . . . .  Limitation on Preferred Stock of
                                            Restricted Subsidiaries                     68
SECTION 4.11. . . . . . . . . . . . . . .  Additional Guarantors                        68
SECTION 4.12. . . . . . . . . . . . . . .  Conduct of Business                          69
SECTION 4.13. . . . . . . . . . . . . . .  Maintenance of Office or Agency              69
SECTION 4.14. . . . . . . . . . . . . . .  Corporate Existence                          69
SECTION 4.15. . . . . . . . . . . . . . .  Payment of Taxes and Other Claims            70
SECTION 4.16. . . . . . . . . . . . . . .  Maintenance of Properties and Insurance      70
SECTION 4.17. . . . . . . . . . . . . . .  Compliance with Laws                         71
SECTION 4.18. . . . . . . . . . . . . . .  Additional Information                       71
SECTION 4.19. . . . . . . . . . . . . . .  Compliance Certificate; Notice of
                                            Default .                                   72
SECTION 4.20. . . . . . . . . . . . . . .  Waiver of Stay, Extension or Usury Laws      73
SECTION 4.21. . . . . . . . . . . . . . .  Further Instruments and Acts                 73

                                    ARTICLE V
                                SUCCESSOR COMPANY

SECTION 5.1.. . . . . . . . . . . . . . .  Merger, Consolidation and Sale of
                                            Assets.                                     73
SECTION 5.2.. . . . . . . . . . . . . . .  Successor Corporation Substituted            75

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.1.. . . . . . . . . . . . . . .  Events of Default                            76
SECTION 6.2.. . . . . . . . . . . . . . .  Acceleration                                 78
SECTION 6.3.. . . . . . . . . . . . . . .  Other Remedies                               79
SECTION 6.4.. . . . . . . . . . . . . . .  Waiver of Past Defaults                      79
SECTION 6.5.. . . . . . . . . . . . . . .  Control by Majority                          80
SECTION 6.6.. . . . . . . . . . . . . . .  Limitation on Suits                          80

                                      -ii-

                                                                                      Page
                                                                                      ----
SECTION 6.7.. . . . . . . . . . . . . . .  Rights of Holders To Receive Payment         81
SECTION 6.8.. . . . . . . . . . . . . . .  Collection Suit by Trustee                   81
SECTION 6.9.. . . . . . . . . . . . . . .  Trustee May File Proofs of Claim             81
SECTION 6.10. . . . . . . . . . . . . . .  Priorities                                   82
SECTION 6.11. . . . . . . . . . . . . . .  Undertaking for Costs                        82
SECTION 6.12. . . . . . . . . . . . . . .  Restoration of Rights and Remedies           83

                                  ARTICLE VII
                                    TRUSTEE

SECTION 7.1.. . . . . . . . . . . . . . .  Duties of Trustee                            83
SECTION 7.2.. . . . . . . . . . . . . . .  Rights of Trustee                            84
SECTION 7.3.. . . . . . . . . . . . . . .  Individual Rights of Trustee                 85
SECTION 7.4.. . . . . . . . . . . . . . .  Trustee's Disclaimer                         86
SECTION 7.5.. . . . . . . . . . . . . . .  Notice of Defaults                           86
SECTION 7.6.. . . . . . . . . . . . . . .  Reports by Trustee to Holders                86
SECTION 7.7.. . . . . . . . . . . . . . .  Compensation and Indemnity                   87
SECTION 7.8.. . . . . . . . . . . . . . .  Replacement of Trustee                       88
SECTION 7.9.. . . . . . . . . . . . . . .  Successor Trustee by Merger                  89
SECTION 7.10. . . . . . . . . . . . . . .  Eligibility; Disqualification                89
SECTION 7.11. . . . . . . . . . . . . . .  Preferential Collection of Claims
                                            Against Company                             90

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1.. . . . . . . . . . . . . . .  Discharge of Liability on Notes              90
SECTION 8.2.. . . . . . . . . . . . . . .  Legal Defeasance and Covenant
                                            Defeasance                                  92
SECTION 8.3.. . . . . . . . . . . . . . .  Conditions to Defeasance                     93
SECTION 8.4.. . . . . . . . . . . . . . .  Application of Trust Money                   95
SECTION 8.5.. . . . . . . . . . . . . . .  Repayment to Company                         96
SECTION 8.6.. . . . . . . . . . . . . . .  Reinstatement                                96

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 9.1.. . . . . . . . . . . . . . .  Without Consent of Holders                   97
SECTION 9.2.. . . . . . . . . . . . . . .  With Consent of Holders                      98
SECTION 9.3.. . . . . . . . . . . . . . .  Compliance With Trust Indenture Act         100
SECTION 9.4.. . . . . . . . . . . . . . .  Revocation and Effect of Consents and
                                            Waivers                                    100
SECTION 9.5.. . . . . . . . . . . . . . .  Notation on or Exchange of Notes            100
SECTION 9.6.. . . . . . . . . . . . . . .  Trustee To Sign Amendments                  101

                                      -iii-

                                    ARTICLE X
                                  SUBORDINATION

                                                                                      Page
                                                                                      ----
SECTION 10.1. . . . . . . . . . . . . . .  Agreement To Subordinate                    101
SECTION 10.2. . . . . . . . . . . . . . .  Liquidation, Dissolution, Bankruptcy        101
SECTION 10.3. . . . . . . . . . . . . . .  Default on Senior Indebtedness              102
SECTION 10.4. . . . . . . . . . . . . . .  Acceleration of Payment of Notes            103
SECTION 10.5. . . . . . . . . . . . . . .  When Distribution Must Be Paid Over         103
SECTION 10.6. . . . . . . . . . . . . . .  Subrogation                                 104
SECTION 10.7. . . . . . . . . . . . . . .  Relative Rights                             104
SECTION 10.8. . . . . . . . . . . . . . .  Subordination May Not Be Impaired by
                                            Company                                    104
SECTION 10.9. . . . . . . . . . . . . . .  Rights of Trustee and Paying Agent          105
SECTION 10.10.. . . . . . . . . . . . . .  Distribution or Notice to
                                            Representative.                            105
SECTION 10.11.. . . . . . . . . . . . . .  Article X Not To Prevent Events of
                                            Default or Limit Right to Accelerate       105
SECTION 10.12.. . . . . . . . . . . . . .  Trust Moneys Not Subordinated               106
SECTION 10.13.. . . . . . . . . . . . . .  Trustee Entitled To Rely                    106
SECTION 10.14.. . . . . . . . . . . . . .  Trustee To Effectuate Subordination         107
SECTION 10.15.. . . . . . . . . . . . . .  Trustee Not Fiduciary for Holders of
                                            Senior Indebtedness                        107
SECTION 10.16.. . . . . . . . . . . . . .  Reliance by Holders of Senior
                                            Indebtedness on Subordination
                                            Provisions                                 107

                                   ARTICLE XI
                                    GUARANTEE

SECTION 11.1. . . . . . . . . . . . . . .  Unconditional Guarantee                     108
SECTION 11.2. . . . . . . . . . . . . . .  Subordination of Guarantee                  109
SECTION 11.3. . . . . . . . . . . . . . .  Severability                                109
SECTION 11.4. . . . . . . . . . . . . . .  Release of a Guarantor                      109
SECTION 11.5. . . . . . . . . . . . . . .  Limitation of Guarantor's Liability         110
SECTION 11.6. . . . . . . . . . . . . . .  Contribution                                110
SECTION 11.7. . . . . . . . . . . . . . .  Waiver of Subrogation                       111
SECTION 11.8. . . . . . . . . . . . . . .  Execution of Guarantee                      111

                                  ARTICLE XII
                          SUBORDINATION OF GUARANTEES

SECTION 12.1. . . . . . . . . . . . . . .  Agreement To Subordinate                    112
SECTION 12.2. . . . . . . . . . . . . . .  Liquidation, Dissolution, Bankruptcy        113
SECTION 12.3. . . . . . . . . . . . . . .  Default on Guarantor Senior
                                            Indebtedness                               113
SECTION 12.4. . . . . . . . . . . . . . .  When Distribution Must Be Paid Over         115
SECTION 12.5. . . . . . . . . . . . . . .  Subrogation                                 115

                                      -iv-

                                                                                      Page
                                                                                      ----
SECTION 12.6. . . . . . . . . . . . . . .  Relative Rights                             115
SECTION 12.7. . . . . . . . . . . . . . .  Subordination May Not Be Impaired by the
                                            Guarantors                                 115
SECTION 12.8. . . . . . . . . . . . . . .  Rights of Trustee and Paying Agent          116
SECTION 12.9. . . . . . . . . . . . . . .  Distribution or Notice to Representative
SECTION 12.10.. . . . . . . . . . . . . .  Article XII Not To Prevent Events of        117
                                            Default or Limit Right to Accelerate       109
SECTION 12.11.. . . . . . . . . . . . . .  Trust Moneys Not Subordinated               117
SECTION 12.12.. . . . . . . . . . . . . .  Trustee Entitled To Rely                    117
SECTION 12.13.. . . . . . . . . . . . . .  Trustee To Effectuate Subordination         117
SECTION 12.14.. . . . . . . . . . . . . .  Trustee Not Fiduciary for Holders of        118
                                            Guarantor Senior Indebtedness              111
SECTION 12.15.. . . . . . . . . . . . . .  Reliance by Holders of Guarantor Senior     118
                                            Indebtedness on Subordination
                                            Provisions.                                119

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1. . . . . . . . . . . . . . .  Trust Indenture Act Controls                119
SECTION 13.2. . . . . . . . . . . . . . .  Notices                                     119
SECTION 13.3. . . . . . . . . . . . . . .  Communication by Holders with Other
                                            Holders                                    120
SECTION 13.4. . . . . . . . . . . . . . .  Certificate and Opinion as to Conditions
                                            Precedent                                  121
SECTION 13.5. . . . . . . . . . . . . . .  Statements Required in Certificate or
                                            Opinion                                    121
SECTION 13.6. . . . . . . . . . . . . . .  Rules by Trustee, Paying Agent and
                                            Registrar                                  122
SECTION 13.7. . . . . . . . . . . . . . .  Legal Holidays                              122
SECTION 13.8. . . . . . . . . . . . . . .  GOVERNING LAW                               122
SECTION 13.9. . . . . . . . . . . . . . .  No Recourse Against Others                  122
SECTION 13.10.. . . . . . . . . . . . . .  Successors                                  122
SECTION 13.11.. . . . . . . . . . . . . .  Multiple Originals                          123
SECTION 13.12.. . . . . . . . . . . . . .  Qualification of Indenture                  123
SECTION 13.13.. . . . . . . . . . . . . .  Table of Contents; Headings                 123
SECTION 13.14.. . . . . . . . . . . . . .  Severability                                123
SECTION 13.15.. . . . . . . . . . . . . .  Independence of Covenants                   123

EXHIBITS
---------

EXHIBIT A-1 . . . . . . . . . . . . . . .  FORM OF INITIAL FIXED RATE NOTE
EXHIBIT A-2 . . . . . . . . . . . . . . .  FORM OF INITIAL FLOATING RATE NOTE
EXHIBIT B-1 . . . . . . . . . . . . . . .  FORM OF EXCHANGE FIXED RATE NOTE
EXHIBIT B-1 . . . . . . . . . . . . . . .  FORM OF EXCHANGE FLOATING RATE NOTE
EXHIBIT C . . . . . . . . . . . . . . . .  FORM OF CERTIFICATE TO BE DELIVERED IN
                                            CONNECTION WITH TRANSFERS TO NON-QIB
                                            ACCREDITED INVESTORS

                                      -v-

EXHIBIT D . . . . . . . . . . . . . . . .  FORM OF CERTIFICATE TO BE DELIVERED IN
                                            CONNECTION WITH TRANSFERS PURSUANT TO
                                            REGULATION S
EXHIBIT E . . . . . . . . . . . . . . . .  FORM OF GUARANTEE
</TABLE>

                                      -vi-

     INDENTURE  dated  as  of April 24, 1998, among EYE CARE CENTERS OF AMERICA,
INC.,  a  Texas  corporation  (the "Company"), as Issuer, each of the Guarantors
                                    -------
named  herein, as Guarantors, and UNITED STATES TRUST COMPANY OF NEW YORK, a New
York  corporation,  as  trustee  (the  "Trustee").
                                        -------

     The  Company  has  duly  authorized the creation of the Company's Initial 9
1/8%  Senior  Subordinated  Notes  due  2008  and the Company's Initial Floating
Interest  Rate  Subordinated Term Securities due 2008 and, if and when issued in
exchange  for  the  Initial  Notes  (as  defined  below)  as  provided  in  the
Registration Rights Agreement (as hereinafter defined), the Company's Exchange 9
1/8%  Senior  Subordinated  Notes  due  2008 and the Company's Exchange Floating
Interest  Rate  Subordinated  Term  Securities due 2008. All things necessary to
make  the Notes (as defined below), when duly issued and executed by the Company
and  authenticated  and  delivered  hereunder,  and  the  Guarantees (as defined
below), when issued and executed by the Guarantors and affixed to the Notes, the
valid  and binding obligations of the Company and the Guarantors, as applicable,
and  to make this Indenture a valid and binding agreement of the Company and the
Guarantors  have  been  done.

     Each party hereto agrees as follows for the benefit of each other party and
for  the  equal  and  ratable  benefit  of  the  Holders  of  the  Notes:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


     SECTION  1.1.     Definitions.
                       -----------

     "Acquired  Indebtedness"  means  Indebtedness (i) of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the  Company  or  (ii) assumed in connection with the acquisition of assets from
such  Person,  in each case whether or not incurred by such Person in connection
with,  or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary  of  the  Company or such acquisition. Acquired Indebtedness shall be
deemed  to  have  been  incurred,  with  respect  to clause (i) of the preceding
sentence, on the date such Person becomes a Restricted Subsidiary of the Company
and,  with  respect  to  clause  (ii)  of the preceding sentence, on the date of
consummation  of  such  acquisition  of  assets.

<PAGE>

"Affiliate"  means  a  Person  who  directly  or  indirectly through one or more
 ---------
intermediaries  controls,  or is controlled by, or is under common control with,
the  Company.  The  term "control" means the possession, directly or indirectly,
                          -------
of  the power to direct or cause the direction of the management and policies of
a  Person,  whether  through  the ownership of voting securities, by contract or
otherwise.  Notwithstanding  the foregoing, no Person (other than the Company or
any  Subsidiary of the Company) in whom a Receivables Entity makes an Investment
in  connection with a Qualified Receivables Transaction shall be deemed to be an
Affiliate  of  the  Company  or any of its Subsidiaries solely by reason of such
Investment.

"Agent"  means  any  Registrar,  Paying  Agent  or  co-Registrar.
 -----

"all  or  substantially  all"  shall  have  the meaning given such phrase in the
 ---------------------------
Revised  Model  Business  Corporation  Act.

"Asset  Acquisition"  means  (a)  an Investment by the Company or any Restricted
 ------------------
Subsidiary  of  the  Company  in  any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary
of  the  Company,  or shall be merged with or into the Company or any Restricted
Subsidiary  of  the  Company;  or  (b)  the  acquisition  by  the Company or any
Restricted  Subsidiary  of  the  Company  of  the  assets  of  any  Person which
constitute  all  or substantially all of the assets of such Person, any division
or  line  of  business  of such Person or any other properties or assets of such
Person  other  than  in  the  ordinary  course  of  business.

"Asset  Sale" means any direct or indirect sale, issuance, conveyance, transfer,
 -----------
lease  (other  than  operating  leases  entered  into  in the ordinary course of
business),  assignment  or other transfer for value by the Company or any of its
Restricted  Subsidiaries  (including  any Sale and Leaseback Transaction) to any
Person  other  than the Company or a Restricted Subsidiary of the Company of (a)
any  Capital Stock of any Restricted Subsidiary of the Company; or (b) any other
property  or  assets  of the Company or any Restricted Subsidiary of the Company
other  than  in  the  ordinary course of business; provided, however, that Asset
                                                   --------  -------
Sales  shall  not  include (i) any transaction or series of related transactions
for  which  the  Company  or  its  Restricted  Subsidiaries  receive  aggregate
consideration  of  less  than  $2.0  million,  (ii) the sale, lease, conveyance,
disposition  or  other transfer of all or substantially all of the assets of the
Company as permitted under Ar- ticle V, (iii) the sale or discount, in each case
without  recourse,  of  accounts  receivable  arising  in the ordinary course of
business,  but  only  in  connection  with  the

                                        2
<PAGE>

compromise  or  collection  thereof,  (iv)  the factoring of accounts receivable
arising in the ordinary course of business pursuant to arrangements customary in
the  industry,  (v)  the  licensing  of intellectual property, (vi) disposals or
replacements of obsolete equipment in the ordinary course of business, (vii) the
sale,  lease,  conveyance,  disposition  or other transfer by the Company or any
Restricted  Subsidiary  of  assets  or  property  in  transactions  constituting
Investments  that  are  not  prohibited  under  Section  4.4,  (viii)  leases or
subleases  to  third  persons  not  interfering in any material respect with the
business  of the Company or any of its Restricted Subsidiaries, (ix) the sale of
properties  (in  one  transaction  or  a  series  of related transactions) to be
acquired  by  the  Company on or about February 1, 1999 related to the Company's
acquisition  of  Visionworks  Holdings, Inc., or the capital lease in respect of
such  properties  prior  to  the  acquisition  thereof,  to  the extent that the
consideration  to  be  received  by  the  Company  or  any  of  its  Restricted
Subsidiaries  in any such transaction or series of related transactions does not
exceed $10.0 million, (x) sales of accounts receivable and related assets of the
type  specified  in  the  definition of "Qualified Receivables Transaction" to a
Receivables  Entity, or (xi) transfers of accounts receivable and related assets
of  the  type specified in the definition of "Qualified Receivables Transaction"
(or  a  fractional  undivided  interest  therein)  by  a Receivables Entity in a
Qualified  Receivables  Transaction.

"Bank  Indebtedness" means any and all amounts, whether outstanding on the Issue
 ------------------
Date  or  thereafter  incurred,  payable  under  or in respect of the New Credit
Facility  and  any  related  notes,  collateral documents, letters of credit and
guarantees,  including principal, premium (if any), interest (including interest
accruing  on  or  after  the  filing  of  any  petition  in  bankruptcy  or  for
reorganization relating to the Company at the relevant contractual rate provided
in  the  New  Credit Facility whether or not a claim for post-filing interest is
allowed  in  such  proceedings),  fees,  charges,  expenses,  indemnities,
reimbursement  obligations,  guarantees and all other amounts payable thereunder
or  in  respect  thereof.

"Board  of  Directors"  means,  as to any Person, the board of directors of such
 --------------------
Person  or  any  duly  authorized  committee  thereof.

"Business  Day"  means  each  day  which  is  not  a  Legal  Holiday.
 -------------

"Calculation  Agent"  means the Person appointed by the Company to calculate the
 ------------------
interest  on  the  Floating  Rate  Notes,  which shall initially be the Trustee.

                                        3
<PAGE>

"Capitalized  Lease Obligation" means, as to any Person, the obligations of such
 -----------------------------
Person  under  a  lease  that are required to be classified and accounted for as
capital  lease  obligations under GAAP and, for purposes of this definition, the
amount  of  such obligations at any date shall be the capitalized amount of such
obligations  at  such  date,  determined  in  accordance  with  GAAP.

"Capital  Stock" means (i) with respect to any Person that is a corporation, any
 --------------
and  all  shares,  interests,  participations  or  other  equivalents  (however
designated)  of  corporate  stock,  including  each  class  of  common stock and
preferred  stock of such Person, and (ii) with respect to any Person that is not
a corporation, any and all partnership or other equity interests of such Person.

"Cash  Equivalents"  means  (i)  marketable  direct  obligations  issued  by, or
 -----------------
unconditionally  guaranteed  by,  the  United States government or issued by any
agency  thereof and backed by the full faith and credit of the United States, in
each  case  maturing  within one year from the date of acquisition thereof; (ii)
marketable  direct  obligations  issued  by  any  state  of the United States of
America  or  any  political  subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within one year from the date of acquisition
thereof  and,  at the time of acquisition, having one of the two highest ratings
obtainable  from  either  S&P or Moody's; (iii commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having  a  rating  of  at  least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates  of  deposit  or  bankers' acceptances (or, with respect to foreign
banks,  similar  instruments)  maturing  within  one  year  from  the  date  of
acquisition  thereof  issued  by any bank organized under the laws of the United
States  of  America or any state thereof or the District of Columbia or any U.S.
branch  of  a  foreign  bank  having at the date of acquisition thereof combined
capital  and  surplus of not less than $200 million; (v) certificates of deposit
or bankers' acceptances or similar instruments maturing within one year from the
date  of  acquisition  thereof issued by any foreign bank that is a lender under
the  New  Credit  Facility  having  at  the date of acquisition thereof combined
capital  and  surplus of not less than $500 million; (vi) repurchase obligations
with  a  term of not more than seven days for underlying securities of the types
described  in  clause  (i)  above  entered  into  with  any  bank  meeting  the
qualifications  specified  in  clause  (iv)  or  clause  (v)  above;  and  (vii)
investments in money market funds which invest substantially all their assets in
securities  of  the  types  described  in  clauses  (i)  through  (vi)  above.

"Cedel"  means  Cedel  Bank,  Socie'te' anonyme.
 -----

                                        4
<PAGE>

"Change of Control" means the occurrence of one or more of the following events:
 -----------------
(i)  any sale, lease, exchange or other transfer (in one transaction or a series
of  related  transactions)  of  all  or  substantially  all of the assets of the
Company  to  any  Person  or  group  of  related Persons (other than one or more
Permitted  Holders)  for  purposes  of  Section  13(d)  of  the  Exchange Act (a
"Group"),  together  with  any  Affiliates  thereof (whether or not otherwise in
compliance  with  the  provisions  of  this Indenture); (ii) the approval by the
holders  of  Capital  Stock  of  the  Company  of  any  plan or proposal for the
liquidation  or  dissolution  of  the  Company  (whether  or  not  otherwise  in
compliance  with  the  provisions  of this Indenture); (iii) any Person or Group
(other  than  one or more Permitted Holders) shall become the owner, directly or
indirectly, beneficially or of record, of shares representing 50% or more of the
aggregate  ordinary  voting  power  represented  by  the  issued and outstanding
Capital  Stock  of the Company; or (iv) the first day on which a majority of the
members  of  the Board of Directors of the Company are not Continuing Directors.

"Change of Control Triggering Event" means the occurrence of a Change of Control
 ----------------------------------
and  the failure of the Notes to have a Minimum Rating on the 30th day after the
occurrence  of  such  Change  of  Control.

"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
 ----

"Company"  means  the  party  named  as such in this Indenture until a successor
 -------
replaces  it  pursuant  to  this  Indenture and thereafter means such successor.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum
 -------------------
(without  duplication)  of  (i)  Consolidated  Net Income and (ii) to the extent
Consolidated  Net  Income has been reduced thereby, (A) all income taxes of such
Person and its Restricted Subsidiaries paid or accrued in ac- cordance with GAAP
for  such  period,  (B) Consolidated Interest Expense, (C) Consolidated Non-cash
Charges  and  (D)  (i)  cash  charges  attributable  to the exercise of employee
options  vesting  upon the consummation of the Recapitalization and (ii) for any
four  quarter period that includes one or more fiscal quarters ending within the
period  from  the  Issue  Date  to the first anniversary of the Issue Date, cash
restructuring  or  nonrecurring  charges  incurred  in  connection  with  the
Recapitalization; provided, however, that the cash charges in (i) and (ii) shall
not  exceed  $2.0  million  in  the  aggregate  since  the  Issue  Date.

"Consolidated  Fixed  Charge  Coverage Ratio" means, with respect to any Person,
 -------------------------------------------
the  ratio  of  Consolidated  EBITDA  of such Person during the four full fiscal
quarters  (the  "Four

                                        5
<PAGE>

Quarter  Period")  ending on or prior to the date of the transaction giving rise
to  the  need  to  calculate  the  Consolidated Fixed Charge Coverage Ratio (the
"Transaction  Date")  to  Consolidated Fixed Charges of such Person for the Four
Quarter  Period.  In  addition  to  and without limitation of the foregoing, for
purposes  of  this  definition,  "Consolidated  EBITDA"  and "Consolidated Fixed
Charges"  shall  be  calculated after giving effect on a pro forma basis for the
period  of  such  calculation  to (i) the incurrence of any Indebtedness of such
Person  or  any  of  its  Restricted  Subsidiaries  (and  the application of the
proceeds  thereof)  giving  rise  to  the  need to make such calculation and any
incurrence  or  repayment  of  other  Indebtedness  (and  the application of the
proceeds  thereof)  occurring  during  the  Four  Quarter  Period or at any time
subsequent  to  the  last  day of the Four Quarter Period and on or prior to the
Transaction  Date,  as  if such incurrence or repayment, as the case may be (and
the  application of the proceeds thereof), occurred on the first day of the Four
Quarter  Period,  (ii) any Asset Sales or Asset Acquisitions (including, without
limitation,  any  Asset  Acquisition  giving  rise  to  the  need  to  make such
calculation  as  a  result  of  such  Person  or  one  of  its  Restricted
Subsidiaries  (including  any  Person  who  becomes a Restricted Subsidiary as a
result  of  the Asset Acquisition) incurring, assuming or otherwise being liable
for  Acquired Indebtedness and also including any Consolidated EBITDA (including
pro  forma  adjustments  for  cost savings ("Cost Savings Adjustments") that the
---  -----                                   ------------------------
Company  reasonably  believes  in good faith could have been achieved during the
Four  Quarter  Period  as  a result of such acquisition or disposition (provided
that  both  (A) such cost savings were identified and quantified in an Officers'
Certificate  delivered  to  the  Trustee  at the time of the consummation of the
acquisition  or  disposition  and  (B)  with  respect  to  each  acquisition  or
disposition  completed  prior  to  the  90th  day  preceding  such  date  of
determination, actions were commenced or initiated by the Company within 90 days
of  such  acquisition  or  disposition to effect such cost savings identified in
such  Officers'  Certificate  and  with  respect  to  any  other  acquisition or
disposition,  such  Officers'  Certificate  sets  forth the specific steps to be
taken  within  the  90  days after such acquisition or disposition to accomplish
such cost savings) attributable to the assets which are the subject of the Asset
Acquisition  or  Asset Sale during the Four Quarter Period) occurring during the
Four  Quarter  Period  or  at  any  time  subsequent to the last day of the Four
Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or
Asset  Acquisition  (including  the  incurrence, assumption or liability for any
such  Indebtedness  or  Acquired  Indebtedness) occurred on the first day of the
Four  Quarter  Period,  and  (iii)  with respect to any such Four Quarter Period
commencing  prior  to  the Recapitalization, the Recapitalization (including any
Cost  Savings  Adjustments),  which  shall  be deemed to have taken place on the
first  day  of  such  Four  Quarter  Period,  and

                                        6
<PAGE>

(iv)  any  asset  sales or asset acquisitions (including any Consolidated EBITDA
(including  any  Cost  Savings Adjustments) attributable to the assets which are
the  subject  of  the  asset  acquisition  or asset sale during the Four Quarter
Period)  that  have  been  made  by  any  Person  that  has  become a Restricted
Subsidiary  of  the  Company  or has been merged with or into the Company or any
Restricted  Subsidiary  of  the Company during the Four Quarter Period or at any
time  subsequent  to  the last day of the Four Quarter Period and on or prior to
the  Transaction  Date  that  would  have  constituted  Asset  Sales  or  Asset
Acquisitions  had  such  transactions occurred when such Person was a Restricted
Subsidiary  of  the  Company  or  subsequent  to  such  Person's merger into the
Company,  as  if such asset sale or asset acquisition (including the incurrence,
assumption  or  liability  for  any  Indebtedness  or  Acquired  Indebtedness in
connection  therewith)  occurred  on  the  first day of the Four Quarter Period;
provided  that  to the extent that clause (ii) or (iv) of this sentence requires
that  pro  forma effect be given to an asset sale or asset acquisition, such pro
forma calculation shall be based upon the four full fiscal quarters, immediately
preceding the Transaction Date of the Person, or division or line of business of
the  Person,  that is acquired or disposed of for which financial information is
available.  If  such  Person  or  any of its Restricted Subsidiaries directly or
indirectly  guarantees  Indebtedness  of  a third Person, the preceding sentence
shall  give  effect to the incurrence of such guaranteed Indebtedness as if such
Person  or  any  Restricted  Subsidiary  of such Person had directly incurred or
otherwise  assumed  such  guaranteed  Indebtedness.  Furthermore, in calculating
"Consolidated  Fixed  Charges"  for purposes of determining the denominator (but
not  the  numerator)  of  this  "Consolidated  Fixed Charge Coverage Ratio," (1)
interest on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall be
deemed  to  have accrued at a fixed rate per annum equal to the rate of interest
on  such  Indebtedness in effect on the Transaction Date; (2) if interest on any
Indebtedness  actually  incurred  on  the  Transaction  Date  may  optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency  interbank  offered rate, or other rates, then the interest rate in
effect  on the Transaction Date will be deemed to have been in effect during the
Four  Quarter  Period;  and  (3)  notwithstanding  clause (1) above, interest on
Indebtedness  determined  on a fluctuating basis, to the extent such interest is
covered  by agreements relating to Interest Swap Obligations, shall be deemed to
accrue  at  the rate per annum resulting after giving effect to the operation of
such  agreements.

"Consolidated  Fixed  Charges" means, with respect to any Person for any period,
 ----------------------------
the  sum,  without  duplication, of (i) Consolidated Interest Expense (excluding
amortization  or

                                        7
<PAGE>

write-off  of  debt  issuance  costs  relating  to  the Recapitalization and the
financing  therefor  or  relating  to  retired  or  existing  Indebtedness  and
amortization  or  write-off  of customary debt issuance costs relating to future
Indebtedness  incurred in the ordinary course of business) plus (ii) the product
of  (x)  the amount of all dividend payments on any series of Preferred Stock of
such  Person  (other than dividends paid in Qualified Capital Stock) times (y) a
fraction,  the  numerator  of  which  is one and the denominator of which is one
minus  the then current effective consolidated Federal, state and local tax rate
of  such  Person  expressed  as  a  decimal.

"Consolidated  Interest  Expense"  means,  with  respect  to  any Person for any
 -------------------------------
period,  the  sum  of,  without  duplication,  (i) the aggregate of all cash and
non-cash  interest  expense with respect to all outstanding Indebtedness of such
Person  and its Restricted Subsidiaries, including the net costs associated with
Interest Swap Obligations, for such period determined on a consolidated basis in
conformity  with  GAAP,  and  (ii)  the  interest component of Capitalized Lease
Obligations  paid, accrued and/or scheduled to be paid or accrued by such Person
and  its  Restricted  Subsidiaries  during  such  period  as  determined  on  a
consolidated  basis  in  accordance  with  GAAP.

"Consolidated  Net  Income"  of the Company means, for any period, the aggregate
 -------------------------
net  income  (or  loss)  of the Company and its Restricted Subsidiaries for such
period  on  a  consolidated  basis, determined in accordance with GAAP; provided
that  there  shall  be  excluded therefrom (a) gains and losses from Asset Sales
(without  regard  to  the  $2.0  million  limitation set forth in the definition
thereof)  or  abandonments  or  reserves  relating  thereto  and the related tax
effects  according  to  GAAP, (b) gains and losses due solely to fluctuations in
currency  values and related tax effects according to GAAP, (c) items classified
as  extraordinary, unusual or nonrecurring gains and losses, and the related tax
effects  according  to GAAP, (d) the net income (or loss) of any Person acquired
in  a  pooling  of  interests transaction accrued prior to the date it becomes a
Restricted  Subsidiary  of  the  Company  or  is merged or consolidated with the
Company  or  any Restricted Subsidiary of the Company, (e) the net income of any
Restricted  Subsidiary  of  the  Company  to  the extent that the declaration of
dividends  or similar distributions by that Restricted Subsidiary of that income
is  restricted  by  contract, operation of law or otherwise, (f) the net loss of
any Person other than a Restricted Subsidiary of the Company, (g) the net income
of  any Person, other than a Restricted Subsidiary, except to the extent of cash
dividends or distributions paid to the Company or a Restricted Subsidiary of the
Company  by  such Person unless (and to the extent), in the case of a Restricted
Subsidiary  of  the  Company  who

                                        8
<PAGE>

receives  such dividends or distributions, such Restricted Subsidiary is subject
to  clause  (e) above, (h) one time non-cash compensation charges, including any
arising from existing stock options resulting from the Recapitalization, and (i)
bonus payments to be paid to senior management of the Company in connection with
the Recapitalization within 90 days of the Issue Date in an aggregate amount not
to exceed $1.0 million. Notwithstanding the foregoing, it is understood that the
payment  of  dividends  on  Preferred  Stock  shall  not reduce Consolidated Net
Income.

"Consolidated  Non-cash  Charges"  means,  with  respect  to  any Person for any
 -------------------------------
period,  the aggregate depreciation, amortization and other non-cash expenses of
such  Person and its Restricted Subsidiaries reducing Consolidated Net Income of
such  Person  and  its  Restricted Subsidiaries for such period, determined on a
consolidated  basis  in  accordance  with GAAP (excluding any such charges which
require  an  accrual  of  or  a reserve for cash charges for any future period).

"Continuing Directors" means, as of any date of determination, any member of the
 --------------------
Board  of  Directors  of  the  Company  who  (i)  was  a member of such Board of
Directors  on the Issue Date, (ii) was nominated for election or elected to such
Board  of  Directors  with,  or  whose  election  to such Board of Directors was
approved  by, the affirmative vote of a majority of the Continuing Directors who
were  members  of  such  Board  of  Directors  at the time of such nomination or
election  or  (iii)  is any designee of a Permitted Holder or was nominated by a
Permitted  Holder  or  any  designees  of  a  Permitted  Holder  on the Board of
Directors.

"Currency  Agreement"  means  any  foreign  exchange  contract,  currency  swap
 -------------------
agreement  or  other  similar  agreement  or arrangement designed to protect the
Company  or  any  Restricted  Subsidiary  of the Company against fluctuations in
currency  values.

"Default"  means  an  event or condition the occurrence of which is, or with the
 -------
lapse  of  time  or  the giving of notice or both would be, an Event of Default.

"Depository"  means  The  Depository  Trust  Company,  its  nominees  and  their
 ----------
respective  successors  and  assigns,  or  such  other  depository  institution
hereinafter  appointed  by  the  Company.

"Designated Guarantor Senior Indebtedness" means, with respect to any Guarantor,
 ----------------------------------------
(i) Bank Indebtedness and (ii) any other Guarantor Senior Indebtedness which, at
the  date of determination, has an aggregate principal amount outstanding of, or
under  which, at the date of determination, the holders thereof are committed to
lend  up  to,  at  least

                                        9
<PAGE>

$25.0 million and is specifically designated by such Guarantor in the instrument
evidencing or governing such Guarantor Senior Indebtedness or another writing as
"Designated  Guarantor  Senior  Indebtedness"  for  purposes  of this Indenture.

"Designated  Senior Indebtedness" means (i) Bank Indebtedness and (ii) any other
 -------------------------------
Senior  Indebtedness  which,  at  the  date  of  determination, has an aggregate
principal  amount  outstanding of, or under which, at the date of determination,
the  holders thereof, are committed to lend up to, at least $25.0 million and is
specifically designated by the Company in the instrument evidencing or governing
such  Senior Indebtedness or another writing as "Designated Senior Indebtedness"
for  purposes  of  this  Indenture.

"Disqualified  Capital  Stock" means that portion of any Capital Stock which, by
 ----------------------------
its  terms  (or by the terms of any security into which it is convertible or for
which  it  is  exchangeable),  or upon the happening of any event (other than an
event  which  would  constitute  a  Change of Control Triggering Event), matures
(excluding  any  maturity  as the result of an optional redemption by the issuer
thereof)  or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder thereof (except, in
each  case,  upon  the occurrence of a Change of Control Triggering Event) on or
prior  to  the  final maturity date of the Notes; provided that Capital Stock of
the  Company that is held by a current or former employee of the Company subject
to  a  put  option  and/or  a  call  option  with  the  Company triggered by the
termination  of such employee's employment with the Company and/or the Company's
performance  shall  not  be  deemed  to  be Disqualified Capital Stock solely by
virtue  of  such  call  option  and/or  put  option.

"Equity  Offering"  means  a  sale  of  Qualified  Capital Stock of the Company.
 ----------------

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels Office, as
 ---------
operator  of  the  Euroclear  System.

"Exchange  Act"  means  the  Securities Exchange Act of 1934, as amended, or any
 -------------
successor  statute  or  statutes  thereto.

"Exchange  Fixed Rate Notes" means the 9 1/8% Senior Subordinated Notes due 2008
 --------------------------
(the  terms  of  which are identical to the Initial Fixed Rate Notes except that
the  Exchange Fixed Rate Notes shall be registered under the Securities Act, and
shall  not contain the restrictive legend on the face of the form of the Initial
Fixed  Rate  Notes),  to  be issued in exchange for the Initial Fixed Rate Notes
pursuant to the

                                       10
<PAGE>

registered  Exchange  Offer  (as  defined in the Registration Rights Agreement).

"Exchange  Floating  Rate  Notes"  means the Floating Interest Rate Subordinated
 -------------------------------
Term  Securities  due  2008  (the  terms  of  which are identical to the Initial
Floating  Rate  Notes  except  that  the  Exchange  Floating Rate Notes shall be
registered  under  the  Securities  Act,  and  shall not contain the restrictive
legend on the face of the form of the Initial Floating Rate Notes), to be issued
in  exchange  for  the  Initial  Floating  Rate Notes pursuant to the registered
Exchange  Offer  (as  defined  in  the  Registration  Rights  Agreement).

"Exchange  Notes"  means the Exchange Fixed Rate Notes and the Exchange Floating
 ---------------
Rate  Notes.

"Exchange  Offer" means the registration by the Company and the Guarantors under
 ---------------
the  Securities  Act  pursuant  to  a registration statement of the offer by the
Company  and  the Guarantors to each Holder of the Initial Notes to exchange all
the  Initial  Notes  held  by such Holder for the Exchange Notes in an aggregate
principal  amount  equal  to the aggregate principal amount of the Initial Notes
held  by  such  Holder,  all  in accordance with the terms and conditions of the
Registration  Rights  Agreement.

"fair market value" means, unless otherwise specified, with respect to any asset
 -----------------
or property, the price which could be negotiated in an arm's-length, free market
transaction,  for  cash,  between a willing seller and a willing and able buyer,
neither  of  whom  is  under  undue  pressure  or  compulsion  to  complete  the
transaction.  Fair market value shall be determined by the Board of Directors of
the  Company  acting  reasonably  and  in good faith and shall be evidenced by a
resolution  of  the  Board of Directors of the Company delivered to the Trustee.

"Fixed  Rate  Notes"  means  the Initial Fixed Rate Notes and the Exchange Fixed
 ------------------
Rate  Notes  treated as a single class of securities, as amended or supplemented
from  time to time in accordance with the terms hereof, that are issued pursuant
to  this  Indenture.

"Floating  Rate  Notes"  means  the Initial Floating Rate Notes and the Exchange
 ---------------------
Floating  Rate  Notes  treated  as  a  single class of securities, as amended or
supplemented  from  time  to  time in accordance with the terms hereof, that are
issued  pursuant  to  this  Indenture.

"GAAP"  means  generally  accepted accounting principles in the United States of
 ----
America as in effect on the Issue Date, including, without limitation, those set
forth  in  the opinions and pronouncements of the Accounting Principles

                                       11
<PAGE>

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.

"Guarantee"  means  the  guarantee  of  the  Guarantors set forth in Article XI.
 ---------

"Guarantor"  means  (i)  each  of  Enclave  Advancement  Group,  Inc.,  a  Texas
 ---------
corporation,  ECCA  Managed  Vision Care, Inc., a Texas corporation, Visionworks
Holdings, Inc., a Florida corporation, Visionworks, Inc., a Florida corporation,
Visionworks  Properties, Inc., a Florida corporation, Eye Care Holdings, Inc., a
Delaware corporation, Visionary Retail Management, Inc., a Delaware corporation,
Visionary  Properties,  Inc.,  a  Delaware  corporation,  Visionary MSO, Inc., a
Delaware  corporation, The Samit Group, Inc., a Delaware corporation, Hour Eyes,
Inc.,  a Maryland corporation, Skylab Optical, Inc., a Virginia corporation, and
Metropolitan  Vision Services, Inc., a Virginia corporation and (ii) each of the
Company's  Restricted  Subsidiaries  that  in the future executes a supplemental
indenture in which such Restricted Subsidiary agrees to be bound by the terms of
this Indenture as a Guarantor; provided that any Person constituting a Guarantor
as  described  above  shall  cease to constitute a Guarantor when its respective
Guarantee  is  released  in  accordance  with  the  terms  of  this  Indenture.

"Guarantor  Senior  Indebtedness"  means  with respect to any Guarantor, (i) the
 -------------------------------
Bank Indebtedness and (ii) all Indebtedness of such Guarantor including interest
thereon  (including  interest accruing on or after the filing of any petition in
bankruptcy  or  for  reorganization  relating  to such Guarantor at the relevant
contractual rate provided in the documentation relating thereto whether or not a
claim  for  post-filing  interest  is  allowed  in  such  proceedings),  whether
outstanding  on  the Issue Date or thereafter incurred, unless in the instrument
creating  or evidencing the same or pursuant to which the same is outstanding it
is expressly provided that such obligations are not superior in right of payment
to  the  Guarantee  of  such Guarantor; provided, however, that Guarantor Senior
                                        --------  -------
Indebtedness  shall  not  include  (1)  any  obligation of such Guarantor to any
Subsidiary  of  such  Guarantor,  (2) any liability for Federal, state, local or
other  taxes  owed or owing by such Guarantor, (3) any accounts payable or other
liability  to  trade  creditors  arising  in  the  ordinary  course  of business
(including  guarantees  thereof or instruments evidencing such liabilities), (4)
any  Indebtedness  of  such Guarantor which is expressly subordinate in right of
payment  to  any  other  Indebtedness  of  such  Guarantor, including any Senior
Subordinated  Indebtedness and any Subordinated Obligations, (5) any obligations
to  repurchase,  redeem or make

                                       12
<PAGE>

payments  owing  with  respect  to  any Capital Stock or (6) that portion of any
Indebtedness  incurred  in  violation  of  Section  4.3  (but,  as  to  any such
obligation,  no  such  violation  shall  be deemed to exist for purposes of this
clause  (6)  if the holder(s) of such obligation or their representative and the
Trustee  shall  have  received  an  Officers'  Certificate of the Company to the
effect  that  the  incurrence  of such Indebtedness does not (or, in the case of
revolving  credit  Indebtedness,  that  the  incurrence  of the entire committed
amount  thereof  at  the  date on which the initial borrowing thereunder is made
would  not)  violate  such  provisions  of  this  Indenture).

"Holder"  or "Noteholder" means the Person in whose name a Note is registered on
 ------       ----------
the  Registrar's  books.

"IAI  Global Note" means a permanent global Note in registered form representing
 ----------------
the  aggregate principal amount of Notes transferred to Institutional Accredited
Investors.

"Indebtedness"  means  with  respect to any Person, without duplication, (i) all
 ------------
obligations  of  such  Person  for  borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all  Capitalized  Lease Obligations of such Person, (iv) all obligations of such
Person  issued  or  assumed  as  the  deferred  purchase  price of property, all
conditional  sale  obligations  and  all  obligations  under any title retention
agreement  (but  excluding trade accounts payable arising in the ordinary course
of  business),  (v)  all obligations for the reimbursement of any obligor on any
letter  of  credit,  banker's  acceptance  or  similar  credit transaction, (vi)
guarantees  and other contingent obligations in respect of Indebtedness referred
to  in  clauses  (i)  through  (v)  above  and  clause  (viii)  below, (vii) all
obligations  of  any other Person of the type referred to in clauses (i) through
(vi)  which  are secured by any lien on any property or asset of such Person but
which  obligations are not assumed by such Person, the amount of such obligation
being deemed to be the lesser of the fair market value of such property or asset
or  the  amount  of  the  obligation  so  secured,  (viii) all obligations under
currency  swap  agreements  and interest swap agreements of such Person and (ix)
all  Disqualified  Capital  Stock  issued  by  such  Person  with  the amount of
Indebtedness  represented  by such Disqualified Capital Stock being equal to the
greater  of  its voluntary or involuntary liquidation preference and its maximum
fixed  repurchase  price, but excluding accrued dividends, if any.  For purposes
hereof,  (x)  the  "maximum  fixed repurchase price" of any Disqualified Capital
Stock  which  does  not  have  a  fixed  repurchase price shall be calculated in
accordance  with  the  terms  of  such  Disqualified  Capital  Stock  as if such
Disqualified  Capital  Stock  were  purchased  on any date on which Indebtedness
shall be required

                                       13
<PAGE>

to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such fair
market  value  shall  be determined reasonably and in good faith by the Board of
Directors  of the issuer of such Disqualified Capital Stock and (y) any transfer
of  accounts  receivable or other assets which constitute a sale for purposes of
GAAP  shall  not  constitute  Indebtedness  hereunder.

"Indenture"  means  this Indenture, as amended or supplemented from time to time
 ---------
in  accordance  with  the  terms  hereof.

"Initial  Fixed  Rate Notes" means the 9 1/8% Senior Subordinated Notes due 2008
 --------------------------
of  the  Company  issued on the Issue Date and authenticated and delivered under
this  Indenture  pursuant  to  Section  2.2  of  this  Indenture.

"Initial Floating Rate Notes" means the Floating Interest Rate Subordinated Term
 ---------------------------
Securities  due  2008  issued  on the Issue Date and authenticated and delivered
under  this  Indenture  pursuant  to  Section  2.2  of  this  Indenture.

"Initial Notes" means the Initial Fixed Rate Notes and the Initial Floating Rate
 -------------
Notes.

"Institutional  Accredited Investor" means an institution that is an "accredited
 ----------------------------------
investor"  as  that term is defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities  Act.

"interest"  means,  with  respect  to  the  Notes,  the  sum of any interest and
 --------
Additional  Interest  (as  defined  in  Section  4(a) of the Registration Rights
Agreement)  on  the  Notes.

"Interest  Payment Date" means the semiannual interest payment date on May 1 and
 ----------------------
November  1  of  each  year,  commencing  November  1,  1998.

"Interest  Record  Date"  for  the interest payable on any Interest Payment Date
 ----------------------
(except a date for payment of defaulted interest) means the April 15 and October
15  (whether  or  not a Business Day), as the case may be, immediately preceding
such  Interest  Payment  Date.

"Interest Swap Obligations" means the obligations of any Person, pursuant to any
 -------------------------
arrangement  with any other Person, whereby, directly or indirectly, such Person
is  entitled  to  receive  from  time  to  time  periodic payments calculated by
applying  either  a  floating  or  a fixed rate of interest on a stated notional
amount in exchange for periodic payments made

                                       14
<PAGE>

by  such  other  Person  calculated  by  applying  a fixed or a floating rate of
interest  on  the  same  notional  amount.

"Investment"  by  any  Person  in  any  other  Person means, with respect to any
 ----------
Person,  any  direct  or  indirect loan or other extension of credit (including,
without  limitation,  a  guarantee)  or capital contribution to (by means of any
transfer  of  cash  or  other  property to others or any payment for property or
services  for  the  account or use of others), or any purchase or acquisition by
such  Person  of any Capital Stock, bonds, notes, debentures or other securities
or  evidences  of  Indebtedness issued by, such other Person. "Investment" shall
exclude  extensions  of  trade  credit  by  the  Company  and  its  Restricted
Subsidiaries  on  commercially  reasonable terms in accordance with normal trade
practices  of the Company or such Restricted Subsidiary, as the case may be. For
the  purposes  of  Section  4.4, (i) the Company shall be deemed to have made an
"Investment"  equal to the fair market value of the net assets of any Restricted
Subsidiary  at  the  time  that  such  Restricted  Subsidiary  is  designated an
Unrestricted  Subsidiary  and  the  aggregate  amount of Investments made on the
Issue  Date  shall  exclude  (to  the  extent the designation as an Unrestricted
Subsidiary  was  included  as a Restricted Payment) the fair market value of the
net  assets  of  any  Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary  is  designated  a Restricted Subsidiary, not to exceed the amount of
the Investment deemed made at the date of designation thereof as an Unrestricted
Subsidiary,  and (ii) the amount of any Investment shall be the original cost of
such  Investment  plus  the cost of all additional Investments by the Company or
any  of  its  Restricted  Subsidiaries, without any adjustments for increases or
decreases  in value, or write-ups, writedowns or write-offs with respect to such
Investment,  reduced by the payment of dividends or distributions (including tax
sharing  payments)  in  connection  with  such  Investment  or any other amounts
received  in  respect  of  such  Investment,  provided  that  no such payment of
dividends or distributions or receipt of any such other amounts shall reduce the
amount  of  any  Investment  if  such  payment  of dividends or distributions or
receipt of any such amounts would be included in Consolidated Net Income. If the
Company  or any Restricted Subsidiary of the Company sells or otherwise disposes
of  any  common  stock  of  any  direct or indirect Restricted Subsidiary of the
Company  such  that,  after  giving  effect to any such sale or disposition, the
Company  no  longer  owns,  directly  or indirectly, 100% (or 80% in the case of
clause  (ix)  of  the  definition of "Permitted Investments") of the outstanding
common  stock of such Restricted Subsidiary, the Company shall be deemed to have
made an Investment on the date of any such sale or disposition equal to the fair
market  value  of  the  common  stock  of such Restricted Subsidiary not sold or
disposed  of.

                                       15
<PAGE>

"Issue  Date"  means  the  date  of  original  issuance  of  the  Initial Notes.
 -----------

                                       16
<PAGE>

"Lien"  means  any  lien,  mortgage,  deed  of trust, pledge, security interest,
 ----
charge or encumbrance of any kind (including any conditional sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any  security  interest).

"Maturity  Date"  means  May  1,  2008.
 --------------

"Minimum  Rating"  means  (i) a rating of at least BBB- (or equivalent successor
 ---------------
rating)  by  S&P  and  (ii)  a  rating of at least Baa3 (or equivalent successor
rating)  by  Moody's.

"Moody's"  means  Moody's  Investors  Service,  Inc.  and  its  successors.
 -------

"Net  Cash  Proceeds" means, with respect to any Asset Sale, the proceeds in the
 -------------------
form  of  cash  or  Cash  Equivalents  including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other
than the portion of any such deferred payment constituting interest) received by
the  Company  or  any of its Restricted Subsidiaries from such Asset Sale net of
(a)  out-of-pocket  expenses  and  fees  relating to such Asset Sale (including,
without  limitation,  legal,  accounting  and  investment banking fees and sales
commissions),  (b) taxes paid or payable after taking into account any reduction
in consolidated tax liability due to available tax credits or deductions and any
tax  sharing arrangements, (c) repayment of Senior Indebtedness that is required
to  be  repaid  in  connection  with such Asset Sale and (d) any portion of cash
proceeds  which  the  Company  determines  in  good faith should be reserved for
post-closing  adjustments,  it  being understood and agreed that on the day that
all  such  postclosing  adjustments have been determined, the amount (if any) by
which  the  reserved  amount  in  respect  of such Asset Sale exceeds the actual
post-closing adjustments payable by the Company or any of its Subsidiaries shall
constitute  Net  Cash  Proceeds  on such date; provided that, in the case of the
sale  by the Company of an asset constituting an Investment made after the Issue
Date  (other than a Permitted Investment), the "Net Cash Proceeds" in respect of
such  Asset  Sale  shall  not  include  the lesser of (x) the cash received with
respect  to such Asset Sale and (y) the initial amount of such Investment, less,
in  the  case  of  clause  (y),  all  amounts (up to an amount not to exceed the
initial  amount of such Investment) received by the Company with respect to such
Investment,  whether  by  dividend, sale, liquidation or repayment, in each case
prior  to  the  date  of  such  Asset  Sale.

"New Credit Facility" means (i) the credit agreement to be dated as of April 23,
 -------------------
1998, among the Company, the

                                       17
<PAGE>

lenders  party  thereto  from  time  to  time  and  Bankers  Trust  Company,  as
administrative  agent,  and  Merrill  Lynch  Capital Corporation, as syndication
agent,  and  (ii)  the  guarantee  by the Company of the Poth Loan, in each case
together  with the related documents thereto (including, without limitation, any
guarantee  agreements,  promissory  notes  and  collateral  documents),  as such
agreements may be amended, supplemented or otherwise modified from time to time,
or  refunded,  refinanced,  restructured,  replaced, renewed, repaid or extended
from  time  to  time  (whether in whole or in part and whether with the original
agents  and  lenders  or  other  agents  and  lenders  or otherwise, and whether
provided  under  the  original  New  Credit Facility or one or more other credit
agreements  or  otherwise) including, without limitation, to increase the amount
of  available  borrowings  thereunder  or  to  add  Restricted  Subsidiaries  as
additional  borrowers  or  guarantors  or  otherwise.

"Non-U.S.  Person"  has  the  meaning  assigned  to  such  term in Regulation S.
 ----------------

"Notes" means the Initial Notes and the Exchange Notes treated as a single class
 -----
of  securities,  as amended or supplemented from time to time in accordance with
the  terms  hereof,  that  are  issued  pursuant  to  this  Indenture.

"Obligations" means all obligations for principal, premium, interest, penalties,
 -----------
fees,  indemnifications,  reimbursements,  damages and other liabilities payable
under  the  documentation  governing  any  Indebtedness,  without  duplication.

"Offering  Memorandum"  means  the  Offering  Memorandum  dated  April  17, 1998
 --------------------
relating  to  the Initial Notes, and any supplement thereto; provided that after
the  issuance  of Exchange Notes, all references herein to "Offering Memorandum"
shall  be  deemed  references  to the prospectus relating to the Exchange Notes.

"Officer"  means  the  Chairman of the Board, the President, any Vice President,
 -------
the  Treasurer or the Secretary or any Assistant Secretary of the Company or any
Guarantor,  as  applicable.

"Officers' Certificate" means a certificate signed by two Officers and otherwise
 ---------------------
complying  with  the  requirements

                                       18
<PAGE>

of  Sections  13.4  and  13.5,  as  they  relate  to  the making of an Officers'
Certificate.  One  of  the  Officers  signing  an  Officer's
of  Sections  13.4  and  13.5,  as  they  relate  to  the making of an Officers'
Certificate.  One  of the Officers signing an Officer's Certificate shall be the
principal  executive,  financial  or  accounting  officer  of  the  Company.

"144A Global Note" means a permanent global Note in registered form representing
 ----------------
the  aggregate principal amount of Notes sold in reliance on Rule 144A under the
Securities  Act.

"Opinion  of  Counsel"  means  a  written  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.

"Permitted  Holder"  means  and  includes  (i)  the  Principal  or  any  of  its
 -----------------
Affiliates,  (ii)  any  corporation  the outstanding voting power of the capital
stock  of  which is beneficially owned, directly or indirectly, by the Principal
or  any  of  its  Affiliates  in  substantially  the  same  proportions as their
ownership  of the voting power of the capital stock of the Company, or (iii) any
underwriter  during  the  period  engaged  in  a firm commitment underwriting on
behalf  of  the  Company  with  respect  to  the  shares  of capital stock being
underwritten.

"Permitted  Indebtedness"  means,  without  duplication,  (i)  the Notes and the
 -----------------------
Guarantees, (ii) Indebtedness incurred pursuant to the New Credit Facility in an
aggregate  outstanding  principal  amount  at any time not to exceed the maximum
aggregate amount of the commitments in effect on the Issue Date and permitted in
the  future  pursuant  to the New Credit Facility as in effect on the Issue Date
(without  giving  effect to any reductions of term loan commitments on the Issue
Date),  plus $1.0 million in connection with the guarantee by the Company of the
Poth  Loan (A) less the amount of all mandatory principal payments actually made
in respect of the Term Loan Facility (excluding any such repayment to the extent
refinanced  and replaced at the time of payment) and (B) reduced by any required
permanent  repayments  actually  made  (which are accompanied by a corresponding
permanent  commitment  reduction)  in  respect  of the Revolving Credit Facility
(excluding any such repayment and commitment reductions to the extent refinanced
and  replaced  at  the time of payment) in each case pursuant to this clause (B)
actually  effected  in  satisfaction  of  the  Net  Cash Proceeds requirement in
Section  4.6  (it  being  recognized  that  a  reduction  in  any borrowing base
thereunder in and of itself shall not be deemed a required permanent repayment),
(iii)  other  Indebtedness  of  the  Company  and  its  Restricted  Subsidiaries
outstanding  on  the  Issue  Date  reduced  by  the  amount  of  any  scheduled
amortization  payments  or mandatory prepayments when actually paid or permanent
reductions  thereon, (iv) Interest Swap Obligations of the Company or any of its
Restricted  Subsidiaries  covering

                                       19
<PAGE>

Indebtedness of the Company or any of its Restricted Subsidiaries; provided that
any  Indebtedness  to  which  any  such  Interest Swap Obligations correspond is
otherwise permitted to be incurred under this Indenture; provided, further, that
such Interest Swap Obligations are entered into, in the judgment of the Company,
to  protect  the  Company  and  its  Restricted Subsidiaries from fluctuation in
interest rates on their respective outstanding Indebtedness, (v) Indebtedness of
the  Company  or  any  of  its Restricted Subsidiaries under Currency Agreements
entered  into,  in  the  judgment of the Company, to protect the Company or such
Restricted  Subsidiary  from  foreign currency exchange rates, (vi) intercompany
Indebtedness  owed by any Restricted Subsidiary of the Company to the Company or
any  Restricted  Subsidiary  of  the Company or by the Company to any Restricted
Subsidiary,  (vii)  Acquired  Indebtedness  of  the  Company  or  any Restricted
Subsidiary  of  the  Company  to the extent the Company could have incurred such
Indebtedness  in  accordance  with  Section  4.3  (without  giving effect to the
exception  for  Permitted  Indebtedness)  on  the  date such Indebtedness became
Acquired  Indebtedness; provided that, in the case of Acquired Indebtedness of a
Restricted  Subsidiary  of  the  Company,  such  Acquired  Indebtedness  was not
incurred in connection with, or in anticipation or contemplation of, such Person
becoming  a  Restricted  Subsidiary  of the Company, (viii) Indebtedness arising
from  the honoring by a bank or other financial institution of a check, draft or
other  similar  instrument inadvertently drawn against insufficient funds in the
ordinary  course  of  business;  provided that such Indebtedness is extinguished
within five business days of its incurrence, (ix) any refinancing, modification,
replacement, renewal, restatement, refunding, deferral, extension, substitution,
supplement,  reissuance  or resale of existing or future Indebtedness, including
any additional Indebtedness incurred to pay interest or premiums required by the
instruments  governing  such existing or future Indebtedness as in effect at the
time of issuance thereof ("Required Premiums") and fees in connection therewith;
provided  that  any  such  event  shall  not  (1)  result  in an increase in the
aggregate  principal amount of Permitted Indebtedness (except to the extent such
increase is a result of a simultaneous incurrence of additional Indebtedness (A)
to  pay  Required  Premiums  and  related  fees or (B) otherwise permitted to be
incurred  under  this  Indenture) of the Company and its Restricted Subsidiaries
and (2) create Indebtedness with a Weighted Average Life to Maturity at the time
such  Indebtedness  is  incurred  that is less than the Weighted Average Life to
Maturity  at such time of the Indebtedness being refinanced, modified, replaced,
renewed,  restated,  refunded,  deferred,  extended,  substituted, supplemented,
reissued  or  resold (except that this subclause (2) will not apply in the event
the  Indebtedness  being  refinanced,  modified,  replaced,  renewed,  restated,
refunded,  deferred, extended, substituted, supplemented, reissued or resold was

                                       20
<PAGE>

originally  incurred  in  reliance upon clause (vi) or (xv) of this definition);
provided  that  no  Restricted  Subsidiary  of  the  Company  may  refinance any
Indebtedness  pursuant  to this clause (ix) other than its own Indebtedness, (x)
Indebtedness  (including  Capitalized Lease Obligations) incurred by the Company
or  any  Restricted  Subsidiary to finance the purchase, lease or improvement of
property (real or personal) or equipment (whether through the direct purchase of
assets  or  the  Capital Stock of any Person owning such assets) in an aggregate
principal  amount  outstanding  not  to  exceed $10.0 million at the time of any
incurrence  thereof  (which amount may, but shall not be required to be incurred
pursuant to the New Credit Facility, but shall be deemed not to include any such
Indebtedness  incurred  in whole or in part under the New Credit Facility to the
extent  permitted  by clause (ii) above or clause (xvi) below or pursuant to the
proviso to Section 4.3), (xi) Indebtedness incurred by the Company or any of its
Restricted  Subsidiaries  constituting reimbursement obligations with respect to
letters  of credit issued in the ordinary course of business, including, without
limitation,  letters  of  credit  in  respect of workers' compensation claims or
self-insurance,  or  other  Indebtedness  with  respect  to  reimbursement  type
obligations  regarding  workers' compensation claims, (xii) Indebtedness arising
from  agreements  of  the  Company  or  a  Restricted  Subsidiary of the Company
providing  for  indemnification, adjustment of purchase price, earn out or other
similar  obligations,  in  each case, incurred or assumed in connection with the
disposition  of  any business, assets or a Restricted Subsidiary of the Company,
other  than  guarantees  of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or Restricted Subsidiary for the purpose of
financing  such  acquisition,  provided  that the maximum assumable liability in
respect  of  all  such  Indebtedness  shall at no time exceed the gross proceeds
actually  received  by the Company and its Restricted Subsidiaries in connection
with  such  disposition,  (xiii)  the  incurrence  by  a  Receivables  Entity of
Indebtedness  in a Qualified Receivables Transaction that is not recourse to the
Company  or  any  Restricted  Subsidiary  of  the  Company  (except for Standard
Securitization  Undertakings),  (xiv)  obligations in respect of performance and
surety bonds and completion guarantees provided by the Company or any Restricted
Subsidiary  of the Company in the ordinary course of business, (xv) Indebtedness
consisting  of  guarantees  (x)  by  the Company of Indebtedness, leases and any
other  obligation  or liability permitted to be incurred under this Indenture by
Restricted  Subsidiaries  of  the Company, and (y) by Restricted Subsidiaries of
the Company that are Guarantors of Indebtedness, leases and any other obligation
or  liability  permitted  to  be incurred under this Indenture by the Company or
other  Restricted Subsidiaries of the Company, and (xvi) additional Indebtedness
of  the  Company or any Restricted Subsidiary of the Company that is a Guarantor
in  an  aggregate

                                       21
<PAGE>

principal  amount not to exceed $10.0 million at any one time outstanding (which
amount may, but shall not be required to, be incurred pursuant to the New Credit
Facility,  but  shall not be deemed to include any such Indebtedness incurred in
whole or in part under the New Credit Facility to the extent permitted by clause
(ii)  or  clause  (x)  above  or  pursuant  to  the  proviso  to  Section  4.3).

"Permitted  Investments"  means (i) Investments by the Company or any Restricted
 ----------------------
Subsidiary  of  the Company in any Restricted Subsidiary of the Company (whether
existing on the Issue Date or created thereafter) and Investments in the Company
by  any  Restricted  Subsidiary  of the Company; (ii) cash and Cash Equivalents;
(iii)  Investments  existing on the Issue Date and Investments made on the Issue
Date  pursuant  to  the  Recapitalization  Agreement; (iv) loans and advances to
employees, officers and directors of the Company and its Restricted Subsidiaries
not  in  excess  of  $3.0  million  at  any  one  time outstanding; (v) accounts
receivable owing to the Company or any Restricted Subsidiary created or acquired
in  the  ordinary  course of business and payable or dischargeable in accordance
with customary trade terms; provided, however, that such trade terms may include
such  concessionary  trade  terms  as  the Company or such Restricted Subsidiary
deems  reasonable under the circumstances; (vi) Currency Agreements and Interest
Swap  Obligations  entered  into  by  the  Company  or  any  of  its  Restricted
Subsidiaries  for  bona  fide business reasons and not for speculative purposes,
and otherwise in compliance with this Indenture; (vii) Investments in securities
of  trade creditors or customers received pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of such trade creditors
or  customers;  (viii)  guarantees  by  the  Company  or  any  of its Restricted
Subsidiaries  of  Indebtedness otherwise permitted to be incurred by the Company
or  any of its Restricted Subsidiaries under this Indenture; (ix) Investments by
the  Company  or  any  Restricted Subsidiary of the Company in a Person, if as a
result of such Investment (A) such Person becomes a Restricted Subsidiary of the
Company  or (B) such Person is merged, consolidated or amalgamated with or into,
or  transfers  or  conveys  all  or  substantially  all  of its assets to, or is
liquidated  into,  the  Company  or  a Restricted Subsidiary of the Company; (x)
additional  Investments  having  an  aggregate fair market value, taken together
with all other Investments made pursuant to this clause (x) that are at the time
outstanding, not exceeding $5.0 million at the time of such Investment (with the
fair market value of each Investment being measured at the time made and without
giving  effect to subsequent changes in value), plus an amount equal to (A) 100%
of  the  aggregate  net  cash  proceeds  received by the Company from any Person
(other  than  a Subsidiary of the Company) from the issuance and sale subsequent
to the Issue Date of Qualified Capital Stock of the Company (including Qualified
Capital

                                       22
<PAGE>

Stock  issued upon the conversion of convertible Indebtedness or in exchange for
outstanding  Indebtedness or as capital contributions to the Company (other than
from  a  Subsidiary))  and  (B)  without  duplication of any amounts included in
clause  (x)  (A)  above,  100%  of the aggregate net cash proceeds of any equity
contribution  received  by  the  Company  from a holder of the Company's Capital
Stock,  that  in  the case of amounts described in clause (x) (A) or (x) (B) are
applied  by  the  Company  within  180  days  after  receipt, to make additional
Permitted  Investments  under  this  clause  (x)  (such  additional  Permitted
Investments  being  referred  to collectively as "Stock Permitted Investments");
(xi)  any Investment by the Company or a Restricted Subsidiary of the Company in
a  Receivables  Entity  or  any  Investment by a Receivables Entity in any other
Person  in  connection  with  a  Qualified  Receivables  Transaction,  including
investments  of funds held in accounts permitted or required by the arrangements
governing  such  Qualified  Receivables Transaction or any related Indebtedness;
provided  that  any  Investment  in  a  Receivables  Entity  is in the form of a
Purchase  Money  Note,  contribution  of  additional  Receivables  or  an equity
interest;  (xii)  Investments  received  by  the  Company  or  its  Restricted
Subsidiaries  as  consideration for asset sales, including Asset Sales; provided
in  the  case  of  an Asset Sale, (A) such Investment does not exceed 25% of the
consideration  received for such Asset Sale and (B) such Asset Sale is otherwise
effected  in  compliance  with Section 4.6; (xiii) Investments by the Company or
its  Restricted  Subsidiaries  in  joint  ventures in an aggregate amount not in
excess  of  $5.0  million at any time outstanding; and (xiv) that portion of any
Investment  where  the consideration provided by the Company is Capital Stock of
the  Company (other than Disqualified Capital Stock). Any net cash proceeds that
are  used  by  the  Company  or any of its Restricted Subsidiaries to make Stock
Permitted  Investments  pursuant  to  clause (x) of this definition shall not be
included  in  subclauses  (x)  and (y) of clause (iii) of the first paragraph of
Section  4.4.


"Permitted  Liens"  means  the  following  types  of  Liens:
 ----------------

(i)  Liens  securing  the  Notes;

(ii)  Liens  securing Acquired Indebtedness incurred in reliance on clause (vii)
of  the  definition  of  Permitted Indebtedness; provided that such Liens do not
extend  to  or  cover  any  property  or  assets of the Company or of any of its
Restricted  Subsidiaries  other  than  the  property  or assets that secured the
Acquired  Indebtedness  prior  to  the  time  such  Indebtedness became Acquired
Indebtedness  of  the  Company  or  a  Restricted  Subsidiary  of  the  Company;

(iii)  Liens  existing  on  the  Issue  Date,  together  with any Liens securing
Indebtedness incurred in reliance on

                                       23
<PAGE>

clause  (ix) of the definition of "Permitted Indebtedness" in order to refinance
the  Indebtedness secured by Liens existing on the Issue Date; provided that the
Liens  securing  the refinancing Indebtedness shall not extend to property other
than  that  pledged  under the Liens securing the Indebtedness being refinanced;

(iv)  Liens  in favor of the Company on the property or assets, or any proceeds,
income  or  profit  therefrom,  of any Restricted Subsidiary of the Company; and

(v)  other Liens securing Senior Subordinated Indebtedness of the Company or any
Restricted  Subsidiary  that is a Guarantor, provided that the maximum aggregate
amount  of  outstanding obligations secured thereby shall not at any time exceed
$5.0  million.

"Person"  means  an  individual,  partnership,  corporation,  unincorporated
 ------
organization,  trust  or  joint  venture,  or a governmental agency or political
subdivision  thereof  or  any  other  entity.

"Plan"  means  any employee benefit plan, retirement plan, deferred compensation
 ----
plan, restricted stock plan, health, life, disability or other insurance plan or
program,  employee  stock  purchase plan, employee stock ownership plan, pension
plan,  stock  option  plan  or similar plan or arrangement of the Company or any
Subsidiary  of  the  Company, or other successor plan thereof, and "Plans" shall
have  a  correlative  meaning.

"Poth Loan" shall mean the loan in an initial aggregate principal amount of $1.0
 ---------
million  to  Dr.  Daniel  Poth  in  connection with his previous purchase of the
stock  of  Hour  Eyes  Doctors of Optometry, P.C., as the same may be amended or
modified  from  time  to  time  pursuant  to  the  terms  thereof.

"Preferred  Stock" of any Person means any Capital Stock of such Person that has
 ----------------
preferential  rights  to  any other Capital Stock of such Person with respect to
dividends  or  redemptions  or  upon  liquidation.

"principal" of any Indebtedness (including the Notes) means the principal amount
 --------
of  such  Indebtedness  plus the premium when due, if any, on such Indebtedness.

"Principal"  means  Thomas  H.  Lee  Company  and  its  Affiliates.
 ---------

"Private  Exchange  Notes"  has the meaning set forth in the Registration Rights
 ------------------------
Agreement.

                                       24
<PAGE>

"Productive  Assets"  means  assets  (including  Capital  Stock of a Person that
 ------------------
directly  or  indirectly owns assets) of a kind used or usable in the businesses
of  the Company and its Restricted Subsidiaries as, or related to such business,
conducted  on  the  date  of  the  relevant  Asset  Sale.

"Purchase Money Note" means a promissory note of a Receivables Entity evidencing
 -------------------
a  line  of credit, which may be irrevocable, from the Company or any Subsidiary
of  the  Company  in  connection  with  a Qualified Receivables Transaction to a
Receivables  Entity,  which  note (a) shall be repaid from cash available to the
Receivables  Entity,  other  than  (i)  amounts  required  to  be established as
reserves  pursuant  to  agreements, (ii) amounts paid to investors in respect of
interest,  (iii)  principal  and  other amounts owing to such investors and (iv)
amounts  paid in connection with the purchase of newly generated receivables and
(b)  may  be  subordinated  to  the  payments  described  in  (a).

"QIB"  means  any "qualified institutional buyer" (as defined in Rule 144A under
 ---
the  Securities  Act).

"Qualified  Capital  Stock"  means  any  stock  that is not Disqualified Capital
 -------------------------
Stock.

"Qualified  Receivables  Transaction"  means  any  transaction  or  series  of
 -----------------------------------
transactions  that may be entered into by the Company or any of its Subsidiaries
pursuant  to  which  the  Company or any or its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Entity (in the case of a transfer by the
Company  or  any of its Subsidiaries) and (b) any other Person (in the case of a
transfer  by  a  Receivables  Entity),  or may grant a security interest in, any
accounts  receivable  (whether  now  existing  or  arising in the future) of the
Company  or  any of its Subsidiaries, and any assets related thereto, including,
without  limitation,  all  collateral  securing  such  accounts  receivable, all
contracts  and  all  guarantees or other obligations in respect of such accounts
receivable,  proceeds  of  such  accounts  receivable and other assets which are
customarily  transferred  or  in  respect  of  which  security  interests  are
customarily  granted  in  connection  with  asset  securitization  transactions
involving accounts receivable.  The grant of a security interest in any accounts
receivable  of  the Company or any of its Restricted Subsidiaries to secure Bank
Indebtedness  shall  not  be  deemed  a  Qualified  Receivables  Transaction.

"Recapitalization"  means  the  transaction contemplated by the Recapitalization
 ----------------
Agreement,  together  with  the  financings  therefore.
 -

"Recapitalization  Agreement"  means  the Recapitalization Agreement dated as of
 ---------------------------
March  6,  1998  among

                                       25
<PAGE>

ECCA  Merger  Corp.,  a  Delaware corporation, the Company and the Sellers named
therein,  as  in  effect  on  the  Issue  Date.

"Receivables  Entity" means a Wholly Owned Subsidiary of the Company (or another
 -------------------
Person in which the Company or any Subsidiary of the Company makes an Investment
and  to  which  the  Company or any Subsidiary of the Company transfers accounts
receivable  and  related  assets)  which  engages in no activities other than in
connection  with  the financing of accounts receivable, all proceeds thereof and
all rights (contractual or other), collateral and other assets relating thereto,
and any business or activities incidental or related to such business, and which
is  designated by the Board of Directors of the Company (as provided below) as a
Receivables  Entity  (a) no portion of the Indebtedness or any other Obligations
(contingent  or  otherwise)  of  which  (i)  is guaranteed by the Company or any
Subsidiary  of  the Company (excluding guarantees of Obligations (other than the
principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Company or any Subsidiary of
the  Company  in  any  way  other  than  pursuant  to  Standard  Securitization
Undertakings  or  (iii)  subjects  any  property  or asset of the Company or any
Subsidiary of the Company, directly or indirectly, contingently or otherwise, to
the  satisfaction  thereof,  other  than  pursuant  to  Standard  Securitization
Undertakings,  (b)  with  which  neither  the  Company nor any Subsidiary of the
Company has any material contract, agreement, arrangement or understanding other
than  on  terms which the Company reasonably believes to be no less favorable to
the  Company  or  such  Subsidiary than those that might be obtained at the time
from  Persons that are not Affiliates of the Company, other than fees payable in
the  ordinary  course  of  business  in  connection  with  servicing  accounts
receivable,  and  (c)  to  which  neither  the Company nor any Subsidiary of the
Company  has  any  obligation  to  maintain  or preserve such entity's financial
condition  or  cause  such entity to achieve certain levels of operating results
other  than through the contribution of additional Receivables, related security
and  collections thereto and proceeds of the foregoing.  Any such designation by
the  Board  of  Directors  of  the  Company shall be evidenced to the Trustee by
filing  with  the  Trustee  a  certified  copy of the resolution of the Board of
Directors  of  the  Company  giving  effect to such designation and an Officers'
Certificate  certifying  that  such  designation  complied  with  the  foregoing
conditions.

"Redemption  Date," when used with respect to any Note to be redeemed, means the
 ----------------
date  fixed  for  such  redemption  pursuant  to  this  Indenture and the Notes.

"Redemption Price," when used with respect to any Note to be redeemed, means the
 ----------------
price  fixed  for  such  redemption  pursuant  to  this Indenture and the Notes.

                                       26
<PAGE>

"Registration  Rights  Agreement" means the Registration Rights Agreement, dated
 -------------------------------
as  of  April  24,  1998,  among the Company, the Guarantors and BT Alex.  Brown
Incorporated  and  Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated.

"Regulation  S"  means  Regulation  S  under  the  Securities  Act.
 -------------

"Regulation  S  Global  Note"  means  a permanent global Note in registered form
 ---------------------------
representing  the  aggregate  principal  amount  of  Notes  sold  in reliance on
Regulation  S  under  the  Securities  Act.

"Representative"  means  the  indenture  trustee  or  other  trustee,  agent  or
 --------------
representative  in  respect of any Designated Senior Indebtedness; provided that
if,  and  for  so  long  as,  any  Designated  Senior  Indebtedness lacks such a
representative,  then the Representative for such Designated Senior Indebtedness
shall at all times constitute the holders of a majority in outstanding principal
amount  of  such  Designated  Senior  Indebtedness  in respect of any Designated
Senior  Indebtedness.

"Restricted  Security"  has  the meaning assigned to such term in Rule 144(a)(3)
 --------------------
under the Securities Act; provided that the Trustee shall be entitled to request
and  conclusively rely on an Opinion of Counsel with respect to whether any Note
constitutes  a  Restricted  Security.

"Restricted  Subsidiary" of any Person means any Subsidiary of such Person which
 ----------------------
at  the  time  of  determination  is  not  an  Unrestricted  Subsidiary.

"Revolving  Credit  Facility"  means the Revolving Credit Facility under the New
 ---------------------------
Credit  Facility.

"S&P"  means  Standard  &  Poor's Ratings Service, a division of The McGraw-Hill
 ---
Companies,  Inc.,  and  its  successors.

"Sale  and  Leaseback Transaction" means any direct or indirect arrangement with
 --------------------------------
any  Person or to which any such Person is a party, providing for the leasing to
the  Company  or  a  Restricted Subsidiary of any property, whether owned by the
Company  or any Restricted Subsidiary at the Issue Date or later acquired, which
has  been  or  is  to  be  sold or transferred by the Company or such Restricted
Subsidiary  to  such  Person or to any other Person from whom funds have been or
are  to  be  advanced  by  such  Person  on  the  security  of  such  Property.

                                       27
<PAGE>

"SEC"  means  the  Securities and Exchange Commission and any successor thereto.
 ---

"Secured  Indebtedness"  means  any Indebtedness of the Company or any Guarantor
 ---------------------
secured  by  a  Lien.

"Securities  Act" means the Securities Act of 1933, as amended, or any successor
 ---------------
statute  or  statutes  thereto.

"Senior  Indebtedness" means (i) the Bank Indebtedness and (ii) all Indebtedness
 --------------------
of  the  Company,  including interest thereon (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the  Company  at  the  relevant  contractual  rate provided in the documentation
relating  thereto  whether  or not a claim for postfiling interest is allowed in
such proceedings), whether outstanding on the Issue Date or thereafter incurred,
unless  in  the  instrument creating or evidencing the same or pursuant to which
the  same  is outstanding it is expressly provided that such obligations are not
superior  in  right  of  payment  to  the  Notes; provided, however, that Senior
Indebtedness  shall  not  include  (1)  any  obligation  of  the  Company to any
Subsidiary  of the Company, (2) any liability for Federal, state, local or other
taxes  owed or owing by the Company, (3) any accounts payable or other liability
to  trade  creditors  arising  in  the  ordinary  course  of business (including
guarantees  thereof  or  instruments  evidencing  such  liabilities),  (4)  any
Indebtedness  of  the Company which is expressly subordinate in right of payment
to  any  other  Indebtedness  of  the Company, including any Senior Subordinated
Indebtedness  and  any  Subordinated  Obligations,  (5)  any  obligations  to
repurchase,  redeem  or make payments owing with respect to any Capital Stock or
(6)  that portion of any Indebtedness incurred in violation of Section 4.3 (but,
as  to  any  such  obligation,  no  such  violation shall be deemed to exist for
purposes  of  this  clause  (6)  if  the  holder(s)  of such obligation or their
representative  and  the Trustee shall have received an Officers' Certificate of
the Company to the effect that the incurrence of such Indebtedness does not (or,
in  the case of revolving credit Indebtedness, that the incurrence of the entire
committed  amount  thereof at the date on which the initial borrowing thereunder
is  made  would  not)  violate  such  provisions  of  this  Indenture).

"Senior  Subordinated  Indebtedness"  means,  with respect to the Company or any
 ----------------------------------
Guarantor,  the Notes or the Guarantee of such Guarantor, as applicable, and any
other  Indebtedness  of  the  Company  or  such  Guarantor,  as applicable, that
specifically  provides  that  such  Indebtedness  is to rank pari passu with the
Notes  or  the  Guarantee  of  such  Guarantor, as applicable, and is not by its
express terms subordinate in right of payment to any Indebtedness of the Company
or  such

                                       28
<PAGE>

Guarantor,  as  applicable, which is not Senior Indebtedness or Guarantor Senior
Indebtedness,  as  applicable.

"Significant Subsidiary" means, as of any date of determination, for any Person,
 ----------------------
each  Restricted  Subsidiary of such Person which (i) for the most recent fiscal
year  of  such  Person  accounted  for more than 10% of consolidated revenues or
consolidated  net  income  of  such  Person or (ii) as at the end of such fiscal
year,  was the owner of more than 10% of the consolidated assets of such Person.

"Standard  Securitization  Undertakings"  means  representations,  warranties,
 --------------------------------------
covenants  and  indemnities entered into by the Company or any Subsidiary of the
Company  which  the  Company  reasonably believes to be customary in an accounts
receivable  transaction.

"Stated  Maturity"  means,  with  respect to any security, the date specified in
 ----------------
such  security  as  the  fixed  date  on  which the payment of principal of such
security  is  due  and  payable,  including pursuant to any mandatory redemption
provision.

"Subordinated  Obligation"  means, with respect to the Company or any Guarantor,
 ------------------------
any  Indebtedness  of  the  Company  or  such  Guarantor, as applicable (whether
outstanding  on  the  Issue  Date  or  thereafter  incurred), which is expressly
subordinate in right of payment to the Notes or the Guarantee of such Guarantor,
as  applicable,  pursuant  to  a  written  agreement.

"Subsidiary" means, with respect to any Person, (i) any corporation of which the
 ----------
outstanding Capital Stock having at least a majority of the votes entitled to be
cast in the election of directors under ordinary circumstances shall at the time
be  owned,  directly  or  indirectly, by such Person or (ii) any other Person of
which at least a majority of the voting interest under ordinary circumstances is
at  the  time,  directly  or  indirectly,  owned  by  such  Person.

"Term Loan Facility" means the Term Loan Facility under the New Credit Facility.
 ------------------

"THL  Co."  means  Thomas  H.  Lee  Company,  a  financial  investment  firm.
 --------

"TIA"  means  the  Trust  Indenture  Act of 1939 (15 U.S.C.    77aaa-77bbbb), as
 ---
amended,  as  in  effect  on  the  date of this Indenture, except as provided in
Section  9.3.

"Trust  Officer"  means  any  officer  of the Trustee assigned by the Trustee to
 --------------
administer  this  Indenture,  or  in the case of a successor trustee, an officer
 ---
assigned  to  the

                                       29
<PAGE>

department,  division  or  group  performing  the corporation trust work of such
successor  and  assigned  to  administer  this  Indenture.

"Trustee"  means  the  party  named  as such in this Indenture until a successor
 -------
replaces  it  in accordance with the provisions of this Indenture and thereafter
means  such  successor.

"Unrestricted Notes" means one or more Notes that do not and are not required to
 ------------------
bear  the Private Placement Legend, in the form set forth in Exhibit B-1 (in the
case  of the Fixed Rate Notes) and Exhibit B-2 (in the case of the Floating Rate
Notes),  including  without  limitation  the  Exchange  Fixed Rate Notes and the
Exchange  Floating  Rate  Notes,  as  applicable.

"Unrestricted  Subsidiary" of any Person means (i) any Subsidiary of such Person
 ------------------------
that  at  the  time  of  determination  shall be or continue to be designated an
Unrestricted  Subsidiary  by the Board of Directors of such Person in the manner
provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.  The Board
of Directors may designate any Subsidiary (including any newly acquired or newly
formed  Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns
any  Capital Stock of, or owns or holds any Lien on any property of, the Company
or  any  other  Subsidiary  of  the  Company  that  is  not  a Subsidiary of the
Subsidiary  to  be so designated; provided that (x) the Company certifies to the
Trustee  that such designation complies with Section 4.4 and (y) each Subsidiary
to  be  so  designated  and  each  of  its  Subsidiaries  has not at the time of
designation, and does not thereafter, create, incur, issue, assume, guarantee or
otherwise  become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company or
any  of  its  Restricted Subsidiaries.  The Board of Directors may designate any
Unrestricted  Subsidiary  to  be a Restricted Subsidiary only if (x) immediately
after  giving  effect  to such designation and treating all Indebtedness of such
Unrestricted  Subsidiary  as being incurred on such date, the Company is able to
incur  at  least  $1.00  of  additional  Indebtedness  (other  than  Permitted
Indebtedness)  in  compliance  with  Section  4.3 and (y) immediately before and
immediately  after  giving  effect  to  such designation, no Default or Event of
Default  shall  have  occurred  and  be continuing.  Any such designation by the
Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee  a  copy  of  the  resolution  giving  effect to such designation and an
officers'  certificate  certifying  that  such  designation  complied  with  the
foregoing  provisions.

"U.S.  Government  Obligations"  means  direct  obligations  of, and obligations
 -----------------------------
guaranteed  by,  the  United

                                       30
<PAGE>

States  of  America  for  the  payment of which the full faith and credit of the
United  States  of  America  is  pledged.

"U.S.  Legal Tender" means such coin or currency of the United States of America
 ------------------
as  at  the  time of payment shall be legal tender for the payment of public and
private  debts.

"Weighted  Average  Life to Maturity" means, when applied to any Indebtedness at
 -----------------------------------
any  date,  the  number  of  years obtained by dividing (a) the then outstanding
aggregate principal amount of such Indebtedness into (b) the sum of the total of
the  products  obtained  by  multiplying  (i)  the amount of each then remaining
installment,  sinking  fund,  serial  maturity  or  other  required  payment  of
principal,  including  payment at final maturity, in respect thereof, by (i) the
number  of  years  (calculated  to  the  nearest  one-twelfth) which will elapse
between  such  date  and  the  making  of  such  payment.

"Wholly Owned Subsidiary" means any Restricted Subsidiary of the Company all the
 -----------------------
outstanding  voting securities of which (other than directors, qualifying shares
or an immaterial amount of shares required to be owned by other Persons pursuant
to  applicable  law)  are  owned,  directly  or  indirectly,  by  the  Company.


     SECTION  1.2.     Other  Definitions.
                       ------------------
                                             Defined in
     Term                                     Section
     ----                                     --------

"Affiliate  Transaction"                          4.7
"Agent  Members"                                  2.1
"Authenticating  Agent"                           2.2
"Bankruptcy  Law"                                 6.1
"Blockage  Notice"                               10.3
"Change  of  Control  Offer"                      4.8
"Change  of  Control  Payment  Date"              4.8
"Covenant  Defeasance"                         8.2(c)
"Custodian"                                       6.1
"Event  of  Default"                              6.1
"Global  Note"                                    2.1
"Guarantor  Blockage  Notice"                    12.3
"Guarantor  Payment  Blockage  Period"           12.3
"incur"                                           4.3
"Legal  Defeasance"                            8.2(b)
"Legal  Holiday"                                 13.8
"Net  Proceeds  Offer"                            4.6
"Net  Proceeds  Offer  Amount"                    4.6
"Net  Proceeds  Offer  Payment  Date"             4.6
"Net  Proceeds  Offer  Trigger  Date"             4.6
"Note  Offer  Amount"                             4.6
"Other  Debt"                                     4.6
"pay  the  Notes"                                10.3

                                       31
<PAGE>

"Paying  Agent"                                   2.3
"Payment  Blockage  Period"                      10.3
"Physical  Notes"                                 2.1
"Proceeds  Purchase  Date"                     4.6(b)
"Reference  Date"                              4.4(a)
"Registrar"                                       2.3
"Restricted  Payment"                             4.4
"Rule  144A"                                   2.1(b)

     SECTION  1.3.     Incorporation  by  Reference  of Trust  Indenture Act.
                       -----------------------------------------------------

     This  Indenture is subject to the mandatory provisions of the TIA which are
incorporated  by  reference in and made a part of this Indenture.  The following
TIA  terms  have  the  following  meanings:

     "Commission"  means  the  SEC.

     "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 indenture securities means the Company, the Guarantors and
any  other  obligor  on  the  indenture  securities.

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

     SECTION  1.4.     Rules  of  Construction.
                       -----------------------

     Unless  the  context  otherwise  requires:

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

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

     (3)  "or"  is  not  exclusive;

     (4)  "including"  means  including  without  limitation;

     (5)  words  in  the  singular  include  the  plural and words in the plural
include  the  singular;  and

                                       32
<PAGE>

     (6)  unsecured Indebtedness shall not be deemed to be subordinate or junior
to  Secured  Indebtedness  merely  by  virtue  of  its  nature  as  unsecured
Indebtedness.


                                   ARTICLE II

                                    THE NOTES


     SECTION  2.1.     Form  and  Dating.
                       -----------------

The  Initial  Fixed  Rate  Notes  and  the  Initial  Floating Rate Notes and the
Trustee's  certificate of authentication relating thereto shall be substantially
in  the  form  of  Exhibits A-1 and A-2 hereto, respectively. The Exchange Fixed
Rate Notes and the Exchange Floating Rate Notes and the Trustee's certificate of
authentication  relating  thereto shall be substantially in the form of Exhibits
B-1  and  B-2  hereto,  respectively.  The  Notes may have notations, legends or
endorsements  required  by law, stock exchange rule or depository rule or usage.
The  Company  and  the  Trustee  shall  approve  the  form  of the Notes and any
notation,  legend  or  endorsement on them. Each Note shall be dated the date of
its  issuance  and  shall  show  the  date  of  its  authentication.

The  terms and provisions contained in the Notes, annexed hereto as Exhibits A-1
and  A-2,  and  B-1  and B-2, shall constitute, and are hereby expressly made, a
part  of  this  Indenture  and,  to  the  extent  applicable,  the  Company, the
Guarantors  and  the Trustee, by their execution and delivery of this Indenture,
expressly  agree  to  such  terms  and  provisions  and  to  be  bound  thereby.

Notes  offered  and sold in reliance on Rule 144A or in offshore transactions in
reliance  on  Regulation  S shall be issued initially in the form of one or more
permanent  global  Notes in registered form, substantially in the form set forth
in  Exhibits  A-1  and  A-2 (the "Global Notes"), deposited with the Trustee, as
custodian  for the Depository, duly executed by the Company and authenticated by
the  Trustee  as  hereinafter  provided  and shall bear the legends set forth in
Section  2.15.  The aggregate principal amount of the Global Notes may from time
to  time  be  increased  or  decreased by adjustments made on the records of the
Trustee,  as  custodian  for  the  Depository,  as  hereinafter  provided.

Notes  issued  in exchange for interests in the Global Notes pursuant to Section
2.16  may  be  issued  in the form of permanent certificated Notes in registered
form (the "Physical Notes") and shall bear the first legend set forth in Section
2.15.

                                       33
<PAGE>

All  Notes offered and sold in reliance on Regulation S shall remain in the form
of  a  Global  Note until the consummation of the Exchange Offer pursuant to the
Registration  Rights  Agreement; provided, however, that all of the time periods
specified  in  the  Registration  Rights  Agreement  to  be complied with by the
Company  have  been  so  complied  with.

SECTION  2.2.     Execution  and  Authentication; Aggregate  Principal  Amount.
                  ------------------------------------------------------------

Two  Officers,  or  an  Officer  and  an Assistant Secretary, shall sign, or one
Officer  shall  sign  and  one  Officer  or an Assistant Secretary (each of whom
shall,  in  each  case,  have  been  duly  authorized by all requisite corporate
actions)  shall  attest  to,  the  Notes  for the Company by manual or facsimile
signature.  The  Company's  seal  shall  also  be  reproduced  on  the  Notes.

If an Officer or Assistant Secretary whose signature is on a Note was an Officer
or  Assistant  Secretary  at the time of such execution but no longer holds that
office  or  position  at  the  time the Trustee authenticates the Note, the Note
shall  nevertheless  be  valid.

A  Note shall not be valid until an authorized signatory of the Trustee manually
signs  the  certificate  of  authentication on the Note.  The signature shall be
conclusive  evidence  that the Note has been authenticated under this Indenture.

The  Trustee  shall  authenticate  (i) (x) Initial Fixed Rate Notes for original
issue on the Issue Date in aggregate principal amount not to exceed $100,000,000
and  (y)  Initial  Floating  Rate  Notes for original issue on the Issue Date in
aggregate  principal  amount  not  to  exceed $50,000,000, (ii) Private Exchange
Notes  from time to time only in exchange for a like principal amount of Initial
Notes  and (iii) Unrestricted Notes from time to time for issue only in exchange
for  (x) a like principal amount of Initial Notes or (y) a like principal amount
of  Private  Exchange  Notes, in each case upon written orders of the Company in
the  form  of an Officers' Certificate.  In each case, the Officers' Certificate
shall  specify  the  amount  of Notes to be authenticated, the date on which the
Notes  are  to  be  authenticated,  the  aggregate  principal  amount  of  Notes
outstanding  on  the  date  of  authentication  and  whether the Notes are to be
Initial  Notes,  Private  Exchange Notes or Unrestricted Notes and shall further
specify  the  amount  of  such  Notes  to be issued as a Global Note or Physical
Notes.  The  aggregate principal amount of Notes outstanding at any time may not
exceed  $150,000,000,  except  as  provided  in  Sections  2.7  and  2.8.

                                       34
<PAGE>

In the event that the Company shall issue and the Trustee shall authenticate any
Notes  issued  under  this  Indenture  subsequent  to the Issue Date pursuant to
clause  (ii)  or  (iii)  of  the  first  sentence  of  the immediately preceding
paragraph,  the  Company  shall  use  its  reasonable efforts to obtain the same
"CUSIP"  number  for  such  Notes as is printed on the Notes outstanding at such
time.

Notwithstanding  the foregoing, all Notes issued under this Indenture shall vote
and  consent  together on all matters (as to which any of such Notes may vote or
consent)  as  one  class  and  no series of Notes will have the right to vote or
consent  as  a  separate  class  on  any  matter.

The  Trustee  may  appoint  an authenticating agent (the "Authenticating Agent")
reasonably  acceptable  to  the Company to authenticate Notes.  Unless otherwise
provided  in  the  appointment,  an  Authenticating Agent may authenticate Notes
whenever  the  Trustee  may  do  so.  Each  reference  in  this  Indenture  to
authentication  by  the  Trustee  includes authentication by such Authenticating
Agent.  An Authenticating Agent has the same rights as an Agent to deal with the
Company,  the  Guarantors  or  with  any  of  their  respective  Affiliates.

The  Notes  shall be issuable in fully registered form only, without coupons, in
denominations  of  $1,000  and  any  integral  multiple  thereof.

SECTION  2.3.     Registrar  and  Paying  Agent.
                  -----------------------------

The  Company  shall  maintain an office or agency (which shall be located in the
Borough of Manhattan in the City of New York, State of New York) where (a) Notes
may  be  presented  or  surrendered for registration of transfer or for exchange
("Registrar"),  (b)  Notes  may be presented or surrendered for payment ("Paying
Agent") and (c) notices and demands to or upon the Company and/or the Guarantors
in  respect  of the Notes and this Indenture may be served.  The Registrar shall
keep  a  register of the Notes and of their transfer and exchange.  The Company,
upon prior written notice to the Trustee, may have one or more co-Registrars and
one  or more additional paying agents reasonably acceptable to the Trustee.  The
term  "Paying Agent" includes any additional Paying Agent.  Neither the Company,
the  Guarantors  nor any of their respective Affiliates may act as Paying Agent.

The  Company shall enter into an appropriate agency agreement with any Agent not
a  party  to this Indenture, which agreement shall incorporate the provisions of
the  TIA  and  implement  the  provisions  of this Indenture that relate to such
Agent.  The  Company  shall  notify  the  Trustee,  in  advance, of

                                       35
<PAGE>

the  name  and  address  of  any  such Agent. If the Company fails to maintain a
Registrar  or  Paying  Agent, or fails to give the foregoing notice, the Trustee
shall  act  as  such.

The  Company  initially  appoints  the  Trustee  as  Registrar,  Paying  Agent,
Calculation  Agent  and  agent  for service of demands and notices in connection
with  the  Notes, until such time as the Trustee has resigned or a successor has
been appointed.  The Paying Agent or Registrar may resign upon 30 days notice to
the  Company.

SECTION  2.4.     Paying  Agent  To  Hold  Assets  in  Trust.
                  ------------------------------------------

The  Company  shall require each Paying Agent other than the Trustee to agree in
writing  that  each  Paying  Agent  shall  hold  in trust for the benefit of the
Holders  or  the  Trustee all assets held by the Paying Agent for the payment of
principal  of,  or  interest  on,  the  Notes  (whether  such  assets  have been
distributed  to  it  by  the Company or any other obligor on the Notes), and the
Company  and  the  Paying  Agent  shall notify the Trustee of any Default by the
Company  (or  any  other  obligor on the Notes) in making any such payment.  The
Company  at any time may require a Paying Agent to distribute all assets held by
it  to  the  Trustee and account for any assets disbursed and the Trustee may at
any  time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed.  Upon distribution to the
Trustee  of  all  assets  that  shall  have been delivered by the Company to the
Paying  Agent, the Paying Agent shall have no further liability for such assets.

SECTION  2.5.     Noteholder  Lists.
                  -----------------

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 the Holders.  If
the  Trustee  is  not  the  Registrar,  the  Company  shall furnish or cause the
Registrar  to furnish to the Trustee five (5) Business Days before each Interest
Record Date and at such other times as the Trustee may request in writing a list
as  of  such  date and in such form as the Trustee may reasonably require of the
names  and  addresses of the Holders, which list may be conclusively relied upon
by  the  Trustee.

SECTION  2.6.     Transfer  and  Exchange.
                  -----------------------

Subject  to  the  provisions  of  Sections  2.15,  2.16 and 2.17, when Notes are
presented  to  the  Registrar  or  a co-Registrar with a request to register the
transfer  of  such Notes or to exchange such Notes for an equal principal amount
of  Fixed  Rate  Notes  or  Floating  Rate  Notes,  as  applicable,  of

                                       36
<PAGE>

other authorized denominations, the Registrar or co-Registrar shall register the
transfer  or  make  the  exchange  as  requested  if  its  requirements for such
transaction  are met; provided, however, that the Notes presented or surrendered
for  registration  of transfer or exchange shall be duly endorsed or accompanied
by  a written instrument of transfer in form satisfactory to the Company and the
Registrar  or  co-Registrar, duly executed by the Holder thereof or his attorney
duly  authorized  in writing. To permit registrations of transfer and exchanges,
the  Company  shall  execute  and  the  Trustee  shall authenticate Notes at the
Registrar's  or  co-Registrar's request. No service charge shall be made for any
registration  of  transfer or exchange, but 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  exchanges or transfers pursuant to Sections
2.10,  3.6, 4.6, 4.8 or 9.5, in which event the Company shall be responsible for
the  payment  of  such  taxes).

The  Registrar or co-Registrar shall not be required to register the transfer of
or exchange of any Note (i) during a period beginning at the opening of business
15  days before the mailing of a notice of redemption of Notes and ending at the
close of business on the day of such mailing and (ii) selected for redemption in
whole  or  in part pursuant to Article III, except the unredeemed portion of any
Note  being  redeemed  in  part.

Any  Holder  of  the Global Note shall, by acceptance of such Global Note, agree
that transfers of beneficial interests in such Global Notes may be effected only
through a book entry system maintained by the Holder of such Global Note (or its
agent),  and  that  ownership  of  a  beneficial  interest  in the Note shall be
required  to  be  reflected  in  a  book  entry.

     SECTION  2.7.     Replacement  Notes.
                       ------------------

If  a  mutilated  Note  is surrendered to the Trustee or if the Holder of a Note
claims  that  the Note has been lost, destroyed or wrongfully taken, the Company
shall  issue  and  the  Trustee  shall  authenticate  a  replacement Note if the
Trustee's  requirements are met. If required by the Trustee or the Company, such
Holder  must  provide  an affidavit of lost certificate and an indemnity bond or
other indemnity, sufficient in the judgment of both the Company and the Trustee,
to protect the Company, the Trustee or any Agent from any loss which any of them
may  suffer  if  a  Note is replaced. The Company may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Note, including reasonable fees
and  expenses  of counsel. Every replacement Note shall constitute an additional
obligation  of  the  Company.

                                       37
<PAGE>

SECTION  2.8.     Outstanding  Notes.
                  ------------------

Notes  outstanding at any time are all the Notes that have been authenticated by
the  Trustee except those canceled by it, those delivered to it for cancellation
and  those  described  in  this  Section  as  not  outstanding.  Subject  to the
provisions  of  Section 2.9, a Note does not cease to be outstanding because the
Company,  any  Guarantor  or  any of their respective Affiliates holds the Note.

If  a  Note  is  replaced  pursuant  to Section 2.7 (other than a mutilated Note
surrendered  for  replacement),  it  ceases to be outstanding unless the Trustee
receives  an  Opinion  of  Counsel that the replaced Note is held by a bona fide
purchaser.  A  mutilated  Note  ceases  to be outstanding upon surrender of such
Note  and  replacement  thereof  pursuant  to  Section  2.7.

If  on  a Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal
Tender or U.S. Government Obligations sufficient to pay all of the principal and
interest due on the Notes payable on that date and is not prohibited from paying
such  U.S.  Legal  Tender  to  the Holders thereof pursuant to the terms of this
Indenture,  then  on  and after that date such Notes cease to be outstanding and
interest  on  them  ceases  to  accrue.

SECTION  2.9.     Treasury  Notes.
                  ---------------

In  determining  whether  the  Holders of the required principal amount of Notes
have  concurred  in any direction, waiver, consent or notice, Notes owned by the
Company, any Guarantor or any of their respective Affiliates shall be considered
as  though they are not outstanding, except that for the purposes of determining
whether  the Trustee shall be protected in relying on any such direction, waiver
or  consent,  only Notes which a Trust Officer of the Trustee actually knows are
so  owned  shall  be  so  considered.  The  Company shall notify the Trustee, in
writing,  when  it,  any  Guarantor  or  any  of  their  respective  Affiliates
repurchases  or  otherwise  acquires Notes, of the aggregate principal amount of
such  Notes  so  repurchased  or  otherwise  acquired.

SECTION  2.10.     Temporary  Notes.
                   ----------------

Until  definitive  Notes are ready for delivery, the Company may prepare and the
Trustee  shall  authenticate  temporary Notes upon receipt of a written order of
the  Company in the form of an Officers' Certificate.  The Officers' Certificate
shall  specify the amount of temporary Notes to be authenticated and the date on
which  the  temporary  Notes  are to be authenticated.  Temporary Notes shall be
substantially  in  the form of definitive Notes but may have variations that the

                                       38
<PAGE>

Company  considers appropriate for temporary Notes.  Without unreasonable delay,
the  Company  shall prepare and the Trustee shall authenticate upon receipt of a
written  order  of  the  Company  pursuant  to  Section  2.2 definitive Notes in
exchange  for  temporary  Notes.

SECTION  2.11.     Cancellation.
                   ------------

The  Company at any time may deliver Notes to the Trustee for cancellation.  The
Registrar  and  the  Paying  Agent  shall  forward  to  the  Trustee  any  Notes
surrendered  to  them for transfer, exchange or payment.  The Trustee, or at the
direction  of  the  Trustee, the Registrar or the Paying Agent, and no one else,
shall  cancel and, at the written direction of the Company, shall dispose of all
Notes  surrendered  for transfer, exchange, payment or cancellation.  Subject to
Section  2.7,  the  Company may not issue new Notes to replace Notes that it has
paid or delivered to the Trustee for cancellation.  If the Company shall acquire
any  of  the  Notes,  such  acquisition  shall  not  operate  as a redemption or
satisfaction  of the Indebtedness represented by such Notes unless and until the
same  are  surrendered  to the Trustee for cancellation pursuant to this Section
2.11.

SECTION  2.12.     Defaulted  Interest.
                   -------------------

If  the Company defaults in a payment of interest on the Notes, it shall pay the
defaulted  interest,  plus  (to  the  extent lawful) any interest payable on the
defaulted interest at the rate of interest then borne by the Fixed Rate Notes or
Floating  Rate  Notes,  as  the case may be, to the Persons who are Holders on a
subsequent  special  record  date,  which  date  shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the  next  succeeding Business Day if such date is not a Business Day.  At least
15  days  before  the  subsequent special record date, the Company shall mail to
each  Holder,  as  of  a recent date selected by the Company, with a copy to the
Trustee,  a  notice  that states the subsequent special record date, the payment
date  and  the  amount  of  defaulted  interest,  and  interest  payable on such
defaulted  interest,  if  any,  to  be paid.  Notwithstanding the foregoing, the
Company  may  make  payment of any defaulted interest in any other lawful manner
not  inconsistent  with the requirements of any securities exchange on which the
Notes  may  be listed, and upon such notice as may be required by such exchange,
if,  after  notice  given  by the Company to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by
the  Trustee.

                                       39
<PAGE>

SECTION  2.13.     CUSIP  Numbers.
                   --------------

The Company in issuing the Notes may use one or more "CUSIP" numbers, and if so,
the  Trustee shall use the CUSIP numbers in notices of redemption or exchange as
a convenience to Holders; provided that no representation is hereby deemed to be
made  by  the  Trustee  as  to  the  correctness or accuracy of the CUSIP number
printed  in  the notice or on the Notes, and that reliance may be placed only on
the  other  identification  numbers  printed  on  the  Notes.  The Company shall
promptly  notify  the  Trustee  of  any  change  in  the  CUSIP  numbers.

SECTION  2.14.     Deposit  of  Moneys.
                   -------------------

Prior  to 10:00 a.m.  New York City time on each Interest Payment Date, Proceeds
Purchase  Date  and Change of Control Payment Date and on the Maturity Date, the
Company  shall  have  deposited  with  the Paying Agent in immediately available
funds  U.S.  Legal  Tender sufficient to make cash payments, if any, due on such
Interest Payment Date, Proceeds Purchase Date, Change of Control Payment Date or
Maturity  Date,  as the case may be, in a timely manner which permits the Paying
Agent  to  remit  payment to the Holders on such Interest Payment Date, Proceeds
Purchase  Date, Change of Control Payment Date or Maturity Date, as the case may
be.

SECTION  2.15.     Restrictive  Legends.
                   --------------------

Each  Global Note and Physical Note that constitutes a Restricted Security or is
sold  in  compliance  with  Regulation  S  shall  bear the following legend (the
"Private  Placement  Legend")  on  the  face  thereof  until  after  the  second
anniversary  of  the  later  of  the  Issue  Date and the last date on which the
Company  or  any  Affiliate  of  the  Company was the owner of such Note (or any
predecessor  security)  (or  such  shorter  period  of time as permitted by Rule
144(k)  under the Securities Act or any successor provision thereunder) (or such
longer  period of time as may be required under the Securities Act or applicable
state  securities  laws  in  the  opinion  of  counsel  for  the Company, unless
otherwise  agreed  by  the  Company  and  the  Holder  thereof):

THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN  THE  UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT  (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE  SECURITIES  ACT)  OR  (B)  IT  IS  NOT  A U.S. PERSON AND IS ACQUIRING THIS
SECURITY  IN  AN  OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH RULE 904 UNDER THE

                                       40
<PAGE>

SECURITIES  ACT, (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS
AFTER  THE  ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE COMPANY THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE
THE  UNITED  STATES  TO  A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A  UNDER  THE  SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN "ACCREDITED
INVESTOR"  (AS  DEFINED  IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT)  (AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED  ON ITS BEHALF BY A U.S. BROKE-RDEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING  CERTAIN  REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER FOR THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE  FOR  THIS  SECURITY),  (D)  OUTSIDE  THE  UNITED  STATES IN AN OFFSHORE
TRANSACTION  IN  COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  AND  (3)  AGREES  THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY  IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION  WITH  ANY  TRANSFER  OF  THIS  SECURITY  WITHIN  TWO YEARS AFTER THE
ORIGINAL  ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR,  THE  HOLDER  MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE  COMPANY  SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF  THEM  MAY  REASONABLY  REQUIRE  TO  CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT TO, THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT.  AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO  THEM  BY  REGULATION  S  UNDER  THE  SECURITIES  ACT.

     Each  Global Note shall also bear the following legend on the face thereof:

     UNLESS  AND  UNTIL  IT  IS  EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE  FORM,  THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY  TO  A  NOMINEE  OF  THE  DEPOSITORY,  OR  BY ANY SUCH NOMINEE OF THE
DEPOSITORY,  OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH  NOMINEE  TO  A  SUCCESSOR  DEPOSITORY  OR  A  NOMINEE  OF  SUCH  SUCCESSOR
DEPOSITORY.  UNLESS  THIS  CERTIFICATE  IS  PRESENTED  BY  AN  AUTHORIZED

                                       41
<PAGE>

REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO  THE  COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND  ANY  CERTIFICATE  ISSUED  IS  REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH
OTHER  NAME  AS  IS  REQUESTED  BY  AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN  AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR  VALUE  OR  OTHERWISE  BY  OR  TO  ANY  PERSON  IS  WRONGFUL INASMUCH AS THE
REGISTERED  OWNER  HEREOF,  CEDE  &  CO.,  HAS  AN  INTEREST  HEREIN.

TRANSFERS  OF  THIS  GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT  IN  PART,  TO  NOMINEES  OF  CEDE  & CO.  OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S  NOMINEE  AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED  TO  TRANSFERS  MADE  IN  ACCORDANCE  WITH THE RESTRICTIONS SET FORTH IN
SECTION  2.17  OF  THE  INDENTURE  GOVERNING  THIS  NOTE.

SECTION  2.16.     Book-Entry  Provisions  for  Global  Notes.
                   ------------------------------------------

     (a)  The  Global Notes initially shall (i) be registered in the name of the
Depository  or  the nominee of such Depository, (ii) be delivered to the Trustee
as  custodian for such Depository and (iii) bear legends as set forth in Section
2.15.

Members  of,  or participants in, the Depository ("Agent Members") shall have no
rights under this Indenture with respect to any Global Note held on their behalf
by  the  Depository, or the Trustee as its custodian, or under the Global Notes,
and  the  Depository may be treated by the Company, the Trustee and any agent of
the  Company  or  the  Trustee as the absolute owner of the Global Notes for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the  Company, the Trustee or any agent of the Company or the Trustee from giving
effect  to  any written certification, proxy or other authorization furnished by
the  Depository  or impair, as between the Depository and its Agent Members, the
operation  of  customary  practices  governing  the  exercise of the rights of a
holder  of  any  Note.

     (b)  Transfers  of the Global Notes shall be limited to transfers in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests  of  beneficial  owners  in  the  Global  Notes may be transferred or,
subject  to  Section  2.1,  exchanged  for Physical Notes in accordance with the
rules  and  procedures  of the Depository and

                                       42
<PAGE>

the provisions of Section 2.17. In addition, Physical Notes shall be transferred
to  all  beneficial  owners  in  exchange  for their beneficial interests in the
Global  Notes if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the Global Notes and a successor depositary
is  not  appointed by the Company within 90 days of such notice or (ii) an Event
of  Default  has  occurred  and  is  continuing and the Registrar has received a
written  request  from  the  Depository  to  issue  Physical  Notes.

     (c)  In  connection  with  any  transfer  or  exchange  of a portion of the
beneficial  interest  in  any  Global  Note  to  beneficial  owners  pursuant to
paragraph  (b),  the  Registrar  shall  (if one or more Physical Notes are to be
issued)  reflect  on  its  books  and  records  the  date  and a decrease in the
principal  amount of such Global Note in an amount equal to the principal amount
of  the  beneficial  interest  in  such  Global  Note to be transferred, and the
Company  shall  execute,  and the Trustee shall authenticate and deliver, one or
more  Physical  Notes  of  like  tenor  and  amount.

     (d)  In connection with the transfer of an entire Global Note to beneficial
owners  pursuant  to  paragraph  (b),  such  Global  Note  shall be deemed to be
surrendered  to the Trustee for cancellation, and the Company shall execute, and
the  Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depository in exchange for its beneficial interest in the Global Note, an
equal  aggregate principal amount of Physical Notes of authorized denominations.

     (e)  Any  Physical  Note  constituting  a  Restricted Security delivered in
exchange  for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall,  except  as otherwise provided by paragraphs (a)(i)(x) and (d) of Section
2.17,  bear  the  Private  Placement  Legend.

     (f)  The  Holder  of  the  Global  Notes  may  grant  proxies and otherwise
authorize  any  person,  including  Agent  Members  and  persons  that  may hold
interests  through  Agent Members, to take any action which a Holder is entitled
to  take  under  this  Indenture  or  the  Notes.

SECTION  2.17.     Special  Transfer  Provisions.
                   -----------------------------

     (a) Transfers to Non-QIB Institutional Accredited Investors.
The  following  provisions  shall  apply with respect to the registration of any
proposed  transfer  of  a  Note  constituting  a  Restricted  Security  to  any
Institutional  Accredited  Investor  which  is  not  a  QIB:

     (i)  the  Registrar  shall register the transfer of any Note constituting a
Restricted  Security,  whether  or  not

                                       43
<PAGE>

such  Note  bears  the Private Placement Legend, if (x) the transferee is not an
Affiliate  of  the  Company  and  the  requested  transfer  is  after the second
anniversary  of  the  later of the (a) Issue Date and (b) the last date on which
the  Company  or  an Affiliate of the Company was the owner of such Note (or any
predecessor security) or such shorter period of time as permitted by Rule 144(k)
under  the  Securities  Act  or  any  successor  provision thereunder or (y) the
proposed  transferee  has delivered to the Registrar a certificate substantially
in  the form of Exhibit C hereto and such other information that the Trustee may
reasonably request in order to confirm that such transfer is being made pursuant
to  an  exemption  from  or  in  a  transaction  not subject to the registration
requirements  of  the  Securities  Act;

(ii)  if  the  proposed  transferee  is  an  Agent  Member  and  the Notes to be
transferred  consist  of Physical Notes which after transfer are to be evidenced
by  an  interest  in  the  IAI Global Note, upon receipt by the Registrar of (x)
written  instructions  given  in  accordance  with  the  Depository's  and  the
Registrar's  procedures and (y) the appropriate certificate, if any, required by
clause (y) of paragraph (i) above, together with any required legal opinions and
certifications,  the  Registrar  shall  register the transfer and reflect on its
books  and  records  the date and an increase in the principal amount of the IAI
Global  Note  in an amount equal to the principal amount of Physical Notes to be
transferred, and the Trustee shall cancel the Physical Notes so transferred; and

(iii)  if  the  proposed  transferor  is  an Agent Member seeking to transfer an
interest  in  a  Global  Note,  upon  receipt  by  the  Registrar of (x) written
instructions  given  in  accordance  with  the  Depository's and the Registrar's
procedures  and  (y) the appropriate certificate, if any, required by clause (y)
of  paragraph  (i)  above,  together  with  any  required  legal  opinions  and
certifications,  the  Registrar  shall  register the transfer and reflect on its
books  and  records  the  date and (A) a decrease in the principal amount of the
Global  Note  from which such interests are to be transferred in an amount equal
to  the  principal  amount of the Notes to be transferred and (B) an increase in
the  principal amount of the IAI Global Note in an amount equal to the principal
amount  of  the  Global  Note  to  be  transferred.

     (b)  Transfers  to  Non-U.S.  Persons.  The following additional provisions
shall  apply  with  respect  to  the registration of any proposed transfer of an
Initial  Note  to  any  Non-U.S.  Person:

                                       44
<PAGE>

     (i)  the  Registrar  shall register the transfer of any Note constituting a
Restricted  Security,  whether  or  not  such  Note  bears the Private Placement
Legend,  if  (x)  the  transferee  is  not  an  Affiliate of the Company and the
requested transfer is after the second anniversary of the later of the (a) Issue
Date  and  (b) the last date on which the Company or an Affiliate of the Company
was  the owner of such Note (or any predecessor security) or such shorter period
of  time  as  permitted by Rule 144(k) under the Securities Act or any successor
provision  thereunder  or  (y)  the  proposed  transferor  has  delivered to the
Registrar  a  certificate substantially in the form of Exhibit D hereto and such
other  information  that  the Trustee may reasonably request in order to confirm
that  such  transfer  is  being  made  pursuant  to  an  exemption  from or in a
transaction  not subject to the registration requirements of the Securities Act;

(ii)  if  the  proposed  transferee  is  an  Agent  Member  and  the Notes to be
transferred  consist  of Physical Notes which after transfer are to be evidenced
by an interest in the Regulation S Global Note, upon receipt by the Registrar of
(x)  written  instructions  given  in  accordance  with the Depository's and the
Registrar's  procedures and (y) the appropriate certificate, if any, required by
clause (y) of paragraph (i) above, together with any required legal opinions and
certifications,  the  Registrar  shall  register the transfer and reflect on its
books  and  records  the  date  and  an  increase in the principal amount of the
Regulation  S Global Note in an amount equal to the principal amount of Physical
Notes  to  be  transferred,  and  the Trustee shall cancel the Physical Notes so
transferred;

(iii)  if  the  proposed  transferor  is  an Agent Member seeking to transfer an
interest  in  a  Global  Note,  upon  receipt  by  the  Registrar of (x) written
instructions  given  in  accordance  with  the  Depository's and the Registrar's
procedures  and  (y) the appropriate certificate, if any, required by clause (y)
of  paragraph  (i)  above,  together  with  any  required  legal  opinions  and
certifications,  the  Registrar  shall  register the transfer and reflect on its
books  and  records  the  date and (A) a decrease in the principal amount of the
Global  Note  from which such interests are to be transferred in an amount equal
to  the  principal  amount of the Notes to be transferred and (B) an increase in
the  principal  amount of the Regulation S Global Note in an amount equal to the
principal  amount  of  the  Global  Note  to  be  transferred;  and

                                       45
<PAGE>

(iv) until the 41st day after the Issue Date (the "Restricted Period"), an owner
of  a  beneficial interest in the Regulation S Global Note may not transfer such
interest  to a transferee that is a U.S. person or for the account or benefit of
a  U.S.  person within the meaning of Rule 902(o) of the Securities Act.  During
the  Restricted Period, all beneficial interests in the Regulation S Global Note
shall  be  transferred  only  through Cedel or Euroclear, either directly if the
transferor  and  transferee  are  participants  in  such  systems, or indirectly
through  organizations  that  are  participants  therein.

     (c)  Transfers  to QIBs.  The following provisions shall apply with respect
to the registration of any proposed transfer of a Note constituting a Restricted
Security  to  a  QIB  (excluding  transfers  to  Non-U.S.  Persons):

(i)  the Registrar shall register the transfer if such transfer is being made by
a  proposed  transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing, that
the  sale  has  been  made  in  compliance with the provisions of Rule 144A to a
transferee  who  has  signed  the certification provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing, that
it  is  purchasing  the  Note  for its own account or an account with respect to
which  it  exercises sole investment discretion and that it and any such account
is  a  QIB  within the meaning of Rule 144A, and is aware that the sale to it is
being  made  in reliance on Rule 144A and acknowledges that it has received such
information  regarding  the Company as it has requested pursuant to Rule 144A or
has  determined  not  to  request such information and that it is aware that the
transferor  is  relying upon its foregoing representations in order to claim the
exemption  from  registration  provided  by  Rule  144A;

(ii)  if  the  proposed  transferee  is  an  Agent  Member,  and the Notes to be
transferred  consist  of Physical Notes which after transfer are to be evidenced
by  an  interest  in  the  144A  Global  Note,  upon receipt by the Registrar of
instructions  given  in  accordance  with  the  Depository's and the Registrar's
procedures, the Registrar shall reflect on its books and records the date and an
increase  in  the principal amount of the 144A Global Note in an amount equal to
the  principal  amount  of the Physical Notes to be transferred, and the Trustee
shall  cancel  the  Physical  Notes  so  transferred;  and

                                       46
<PAGE>

(iii)  if  the  proposed  transferor  is  an Agent Member seeking to transfer an
interest in a Global Note, upon receipt by the Registrar of written instructions
given  in  accordance  with the Depository's and the Registrar's procedures, the
Registrar  shall  register the transfer and reflect on its books and records the
date  and  (A)  a decrease in the principal amount of the Global Note from which
interests  are  to  be transferred in an amount equal to the principal amount of
the  Notes  to be transferred and (B) an increase in the principal amount of the
144A  Global  Note in an amount equal to the principal amount of the Global Note
to  be  transferred.

     (d)  Private  Placement Legend.  Upon the transfer, exchange or replacement
of  Notes  not bearing the Private Placement Legend, the Registrar shall deliver
Notes  that  do  not  bear  the  Private  Placement  Legend.  Upon the transfer,
exchange  or  replacement  of  Notes  bearing  the Private Placement Legend, the
Registrar shall deliver only Notes that bear the Private Placement Legend unless
(i)  the  circumstance  contemplated by paragraph (a)(i)(x) of this Section 2.17
exist  or  (ii)  there  is  delivered  to  the  Registrar  an Opinion of Counsel
reasonably  satisfactory  to  the  Company  and  the  Trustee to the effect that
neither  such  legend  nor  the related restrictions on transfer are required in
order  to  maintain  compliance  with  the  provisions  of  the  Securities Act.

     (e)  General.  By  its acceptance of any Note bearing the Private Placement
Legend,  each Holder of such a Note acknowledges the restrictions on transfer of
such  Note  set  forth in this Indenture and in the Private Placement Legend and
agrees  that  it  will  transfer  such  Note only as provided in this Indenture.

The  Registrar  shall  retain  copies  of all letters, notices and other written
communications  received  pursuant  to  Section  2.16 or this Section 2.17.  The
Company  shall  have  the  right to inspect and make copies of all such letters,
notices  or  other written communications at any reasonable time upon the giving
of  reasonable  written  notice  to  the  Registrar.

                                       47
<PAGE>

                                   ARTICLE III

                                   REDEMPTION


SECTION  3.1.     Notices  to  Trustee.
                  --------------------

     If the Company elects to redeem Notes pursuant to Paragraph 6 of the Notes,
it  shall  notify  the Trustee in writing of the Redemption Date, the Redemption
Price  and the principal amount of Notes to be redeemed.  The Company shall give
notice  of  redemption  to the Paying Agent and Trustee at least 45 days but not
more  than  60 days before the Redemption Date (unless a shorter notice shall be
agreed  to  by  the  Trustee in writing), together with an Officers' Certificate
stating  that  such redemption will comply with the conditions contained herein.

SECTION  3.2.     Selection  of  Notes  To  Be  Redeemed.
                  --------------------------------------

     In  the  event  that less than all of the Fixed Rate Notes or Floating Rate
Notes  are  to  be  redeemed at any time, selection of such Notes for redemption
will be made by the Trustee in compliance with the requirements of the principal
national  securities exchange, if any, on which the Fixed Rate Notes or Floating
Rate  Notes,  as  applicable, are listed or, if the Fixed Rate Notes or Floating
Rate  Notes,  as  applicable,  are  not  then  listed  on  a national securities
exchange,  on  a  pro  rata  basis  within such type of Notes, by lot or by such
method  as  the Trustee shall deem fair and appropriate; provided, however, that
no  Notes of a principal amount of $1,000 or less shall be redeemed in part; and
provided,  further,  that  if  a  partial  redemption  is made with the net cash
proceeds  of  an  Equity Offering, selection of the Fixed Rate Notes or portions
thereof  for redemption shall be made by the Trustee only on a pro rata basis or
on  as  nearly  a pro rata basis as is practicable (subject to the procedures of
the  Depository),  unless  such  method  is  otherwise  prohibited.

SECTION  3.3     Notice  of  Redemption.
                 ----------------------

     At  least  30  days but not more than 60 days before a Redemption Date, the
Company  shall mail a notice of redemption by first class mail, postage prepaid,
to  each  Holder  whose  Notes  are  to  be  redeemed at its registered address;
provided,  however,  that any notice of redemption pursuant to Paragraph 6(b) of
the  Fixed  Rate  Notes  must be mailed not later than 60 days after the related
Equity Offering and such redemption must be consummated within 90 days after the
closing  of  the related Equity Offering.  At the Company's request, the Trustee
shall  give  the notice of redemption in the Company's name and at the Company's
expense.  Each notice

                                       48
<PAGE>

for  redemption  shall  identify  the  Notes  to  be  redeemed  and shall state:

     (1)     the  Redemption  Date;

     (2)  the Redemption Price and the amount of accrued interest, if any, to be
paid;

     (3)  the  name  and  address  of  the  Paying  Agent;

     (4)     that  Notes called for redemption must be surrendered to the Paying
Agent  to  collect  the  Redemption  Price  plus  accrued  interest,  if  any;

     (5)     that, unless the Company defaults in making the redemption payment,
interest  on  Notes  called  for  redemption  ceases  to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Notes is to
receive  payment  of  the Redemption Price upon surrender to the Paying Agent of
the  Notes  redeemed;

     (6)  if  any  Note  is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the Redemption Date, and upon
surrender  of such Note, a new Note or Notes in aggregate principal amount equal
to  the  unredeemed  portion  thereof  will  be  issued;

     (7)  if  fewer than all the Notes are to be redeemed, the identification of
the  particular  Notes  (or  portion  thereof)  to  be  redeemed, as well as the
aggregate  principal  amount of Notes to be redeemed and the aggregate principal
amount  of  Notes  to  be  outstanding  after  such  partial  redemption;

     (8)  the  Paragraph  of  the  Notes  pursuant  to which the Notes are to be
redeemed;  and

     (9) that no representation is made as to the correctness or accuracy of the
CUSIP  number,  if  any,  listed  in  such  notice  or  printed  on  the  Notes.

The  notice,  if  mailed  in  a  manner  herein  provided, shall be conclusively
presumed  to have been given, whether or not the Holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
Holder  of  any  Note  designated  for  redemption in whole or in part shall not
affect  the  validity  of  the proceedings for the redemption of any other Note.

                                       49
<PAGE>

SECTION  3.4.     Effect  of  Notice  of  Redemption.
                  ----------------------------------

     Once notice of redemption is mailed, Notes called for redemption become due
and  payable  on  the  Redemption Date and at the Redemption Price stated in the
notice,  plus  accrued  interest  to the redemption date.  Upon surrender to the
Paying  Agent,  such  Notes  shall be paid at the Redemption Price stated in the
notice,  plus  accrued  interest  to  the  Redemption Date; provided that if the
Redemption Date is after an Interest Record Date and on or prior to the Interest
Payment  Date,  the  accrued  interest  shall  be  payable  to the Holder of the
redeemed  Notes  registered on the Interest Record Date.  Failure to give notice
or  any  defect in the notice to any Holder shall not affect the validity of the
notice  to  any  other  Holder.

SECTION  3.5.     Deposit  of  Redemption  Price.
                  ------------------------------

     On  or before 10:00 a.m.  New York time on the Redemption Date, the Company
shall  deposit  with  the  Paying  Agent U.S. Legal Tender sufficient to pay the
Redemption  Price  plus accrued interest, if any, of all Notes to be redeemed on
that  date.

     If  the  Company  complies  with  the preceding paragraph, then, unless the
Company  defaults in the payment of such Redemption Price plus accrued interest,
if  any,  interest on the Notes to be redeemed will cease to accrue on and after
the  applicable  Redemption  Date,  whether  or not such Notes are presented for
payment.

     SECTION  3.6.     Notes  Redeemed  in  Part.
                       -------------------------

     Upon  surrender  of  a  Note  that  is  redeemed in part, the Company shall
execute  and  the  Trustee  shall  authenticate for the Holder (at the Company's
expense) a new Note equal in a principal amount to the unredeemed portion of the
Note  surrendered.

                                       50
<PAGE>

                                  ARTICLE IV

                                    COVENANTS


     SECTION  4.1.     Payment  of  Notes.
                       ------------------

The  Company  shall  promptly  pay  the  principal  of (and premium, if any) and
interest  on  the Notes on the dates and in the manner provided in the Notes and
in  this  Indenture.  Principal  (and  premium,  if  any)  and interest shall be
considered  paid on the date due if on such date the Trustee or the Paying Agent
holds  in accordance with this Indenture U.S. Legal Tender sufficient to pay all
principal  (and  premium,  if  any) and interest then due and the Trustee or the
Paying  Agent, as the case may be, is not prohibited from paying such U.S. Legal
Tender  to the Noteholders on that date pursuant to the terms of this Indenture.

The  Company  shall  pay  interest  on  overdue  principal at the rate specified
therefor  in  the  Notes,  and  it shall pay interest on overdue installments of
interest  at  the  same  rate  to  the  extent  lawful.

Notwithstanding anything to the contrary contained in this Indenture, the Paying
Agent  may,  to  the  extent  it is required to do so by law, deduct or withhold
income  or  other  similar  taxes  imposed  by the United States of America from
principal  or  interest  payments  hereunder.

     SECTION  4.2.     Limitation  on  Liens.
                       ---------------------

The Company will not, and will not permit any of its Restricted Subsidiaries to,
create,  incur, assume or suffer to exist any Liens (other than Permitted Liens)
of  any  kind against or upon any of their respective property or assets, or any
proceeds,  income  or  profit  therefrom,  which  secure  Senior  Subordinated
Indebtedness  or  Subordinated  Obligations,  unless  (i)  in  the case of Liens
securing  Subordinated  Obligations,  the  Notes  are  secured by a Lien on such
property,  assets, proceeds, income or profit that is senior in priority to such
Liens  and  (ii) in the case of Liens securing Senior Subordinated Indebtedness,
the  Notes  are  equally and ratably secured by a Lien on such property, assets,
proceeds,  income  or  profit.

SECTION  4.3.     Limitation  on  Incurrence  of  Additional  Indebtedness.
                  --------------------------------------------------------

The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly  or  indirectly,  create,  incur,  assume,  guarantee,  acquire, become
liable,  contingently  or  otherwise,  with  respect  to,  or  otherwise  become
responsible

                                       51
<PAGE>

for  payment  of  (collectively, "incur") any Indebtedness (other than Permitted
Indebtedness);  provided,  however, that if no Default or Event of Default shall
have  occurred  and  be  continuing  at  the  time  or  as  a consequence of the
incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries
which  are  Guarantors  may  incur  Indebtedness (including, without limitation,
Acquired  Indebtedness)  and  Restricted  Subsidiaries  of the Company may incur
Acquired  Indebtedness,  in  each  case if on the date of the incurrence of such
Indebtedness,  after  giving  effect to the incurrence thereof, the Consolidated
Fixed  Charge  Coverage  Ratio  of  the  Company  is  greater  than  2.0 to 1.0.

SECTION  4.4.     Limitation  on  Restricted  Payments.
                  ------------------------------------

     (a)  The  Company  will  not,  and  will  not  cause  or  permit any of its
Restricted  Subsidiaries  to,  directly  or  indirectly,  (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in  Qualified  Capital Stock) on or in respect of shares of Capital Stock of the
Company  to  holders  of  such  Capital Stock, (b) purchase, redeem or otherwise
acquire  or  retire  for value any Capital Stock of the Company or any warrants,
rights  or  options  to  purchase or acquire shares of any class of such Capital
Stock,  other  than  the  exchange  of  such Capital Stock for Qualified Capital
Stock,  (c)  make  any  principal payment on, purchase, defease, redeem, prepay,
decrease  or otherwise acquire or retire for value, prior to any scheduled final
maturity,  scheduled  repayment  or  scheduled  sinking  fund  payment,  any
Indebtedness of the Company that is subordinate or junior in right of payment to
the  Notes, or (d) make any Investment (other than Permitted Investments) in any
other  Person  (each of the foregoing actions set forth in clauses (a), (b), (c)
and  (d)  (other than the exceptions thereto) being referred to as a "Restricted
Payment"), if at the time of such Restricted Payment or immediately after giving
effect  thereto, (i) a Default or an Event of Default shall have occurred and be
continuing,  (ii)  the Company is not able to incur at least $1.00 of additional
Indebtedness  (other than Permitted Indebtedness) in compliance with Section 4.3
or  (iii)  the  aggregate  amount  of Restricted Payments made subsequent to the
Issue  Date  shall exceed the sum of: (w) 50% of the cumulative Consolidated Net
Income  (or if cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss) of the Company earned subsequent to the Issue Date and on or prior to
the  date  the  Restricted  Payment occurs (the "Reference Date") (treating such
period  as  a single accounting period); plus (x) 100% of the aggregate net cash
proceeds received by the Company from any Person (other than a Subsidiary of the
Company) from the issuance and sale subsequent to the Issue Date and on or prior
to  the  Reference  Date  of  Qualified  Capital Stock of the Company (including
Qualified  Capital  Stock  issued  upon  the  conversion  of

                                       52
<PAGE>

convertible  Indebtedness  or  in  exchange  for  outstanding  Indebtedness  but
excluding  net  cash  proceeds  from  the sale of Qualified Capital Stock to the
extent  used  to  repurchase  or  acquire shares of Capital Stock of the Company
pursuant  to  clause (2)(ii) of the next succeeding paragraph); plus (y) without
duplication  of  any  amounts  included  in  clause (iii) (x) above, 100% of the
aggregate  net  cash proceeds of any equity contribution received by the Company
from  a  holder  of the Company's Capital Stock; plus (z) to the extent that any
Investment  (other  than  a  Permitted Investment) that was made after the Issue
Date  is sold for cash or otherwise liquidated or repaid for cash, the lesser of
(A)  the  cash  received  with respect to such sale, liquidation or repayment of
such  Investment  (less the cost of such sale, liquidation or repayment, if any)
and  (B)  the  initial  amount  of  such  Investment, but only to the extent not
included  in  the  calculation of Consolidated Net Income. Any net cash proceeds
included  in the foregoing clauses (iii)(x) or (iii)(y) shall not be included in
clause  (x)(A)  or clause (x)(B) of the definition of "Permitted Investments" to
the  extent actually utilized to make a Restricted Payment under this paragraph.

Notwithstanding  the  foregoing,  the  provisions  set  forth in the immediately
preceding  paragraph  will  not prohibit: (1) the payment of any dividend or the
consummation  of  any  irrevocable  redemption  within 60 days after the date of
declaration  of  such  dividend  or notice of such redemption if the dividend or
payment  of  the redemption price, as the case may be, would have been permitted
on  the  date  of  declaration  or notice; (2) if no Default or Event of Default
shall  have occurred and be continuing as a consequence thereof, the acquisition
of any shares of Capital Stock of the Company, either (i) solely in exchange for
shares  of  Qualified  Capital  Stock  of  the  Company,  or  (ii)  through  the
application  of net proceeds of a substantially concurrent sale (other than to a
Subsidiary  of the Company) of shares of Qualified Capital Stock of the Company;
(3)  so  long  as  no  Default  or  Event  of  Default shall have occurred or be
continuing,  payments  for  the  purpose of and in an amount equal to the amount
required  to  permit  the  Company to redeem or repurchase shares of its Capital
Stock  or  options  in  respect  thereof,  in  each  case in connection with the
repurchase  provisions  under employee stock option or stock purchase agreements
or  other  agreements  to  compensate  management  employees; provided that such
redemptions  or  repurchases  pursuant  to this clause (3) shall not exceed $5.0
million  in  the aggregate since the Issue Date (which amount shall be increased
by  the amount of any cash proceeds to the Company from (x) sales of its Capital
Stock to management employees subsequent to the Issue Date and (y) any "key-man"
life insurance policies which are used to make such redemptions or repurchases);
(4)  the  payment  of  fees  and  compensation  as permitted under clause (i) of
paragraph  (b)  of Section 4.7; (5) repurchases of Capital Stock deemed to occur

                                       53
<PAGE>

upon the exercise of stock options if such Capital Stock represents a portion of
the  exercise  price  thereof;  (6)  Restricted  Payments  made  pursuant to the
Recapitalization  Agreement; (7) so long as no Default or Event of Default shall
have  occurred  or  be  continuing,  payments  in  respect  of  any  redemption,
repurchase, acquisition, cancellation or other retirement for value of shares of
Capital  Stock  of  the  Company  or  options,  stock  appreciation  or  similar
securities,  in  each case held by then current or former officers, directors or
employees  of  the  Company  or  any  of  its  Subsidiaries (or their estates or
beneficiaries  under  their estates) or by an employee benefit plan, upon death,
disability,  retirement or termination of employment, not to exceed $2.5 million
in  the aggregate in any fiscal year or $10.0 million in the aggregate since the
Issue  Date;  (8) repurchases of Preferred Stock; provided that such repurchases
do  not exceed $5.0 million in the aggregate since the Issue Date; (9) purchases
of  all  (but not less than all), excluding directors' qualifying shares, of the
Capital  Stock or other ownership interests in a Subsidiary of the Company which
Capital  Stock  or  other  ownership interests were not theretofore owned by the
Company  or  a  Subsidiary of the Company, such that after giving effect to such
purchase  such  Subsidiary  becomes  a Restricted Subsidiary of the Company; and
(10)  so  long  as  no  Default  or  Event  of Default shall have occurred or be
continuing,  payments  not  to  exceed $100,000 in the aggregate since the Issue
Date  to  enable the Company to make payments to holders of its Capital Stock in
lieu  of issuance of fractional shares of its Capital Stock.  In determining the
aggregate  amount  of  Restricted  Payments made subsequent to the Issue Date in
accordance with clause (iii) of the immediately preceding paragraph, (a) amounts
expended  (to  the  extent  such  expenditure  is  in  the form of cash or other
property  other  than Qualified Capital Stock) pursuant to clauses (1), (3), (7)
and  (8)  of this paragraph shall be included in such calculation, provided that
such  expenditures  pursuant  to clauses (3) or (7) shall not be included to the
extent  of  cash  proceeds  received  by  the  Company  from  any "key man" life
insurance  policies, and (b) amounts expended pursuant to clauses (2), (4), (5),
(6),  (9)  and  (10)  shall  be  excluded  from  such  calculation.

SECTION  4.5.     Limitation  on  Dividend  and  Other Payment
                  Restrictions  Affecting Subsidiaries.
                  --------------------------------------------

The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly  or  indirectly, create or otherwise cause or permit to exist or become
effective  any  consensual  encumbrance  or  restriction  on  the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on or
in  respect  of  its  Capital  Stock;  (b)  make loans or advances or to pay any
Indebtedness  or  other  obligation  owed to the Company or any other Restricted

                                       54
<PAGE>

Subsidiary  of the Company; or (c) transfer any of its property or assets to the
Company  or  any  other  Restricted  Subsidiary  of the Company, except for such
encumbrances or restrictions existing under or by reason of: (1) applicable law;
(2)  this  Indenture;  (3) nonassignment provisions of any contract or any lease
entered  into  in  the ordinary course of business; (4) any instrument governing
Acquired Indebtedness, which encumbrance or restriction is not applicable to the
Company or any Restricted Subsidiary of the Company, or the properties or assets
of  any  such  Person,  other than the Person or the properties or assets of the
Person  so  acquired; provided, however, that such Acquired Indebtedness was not
incurred  in  connection  with,  or  in  anticipation  or  contemplation  of  an
acquisition by the Company or the Restricted Subsidiary; (5) agreements existing
on  the  Issue  Date (including, without limitation, the New Credit Facility and
the  Recapitalization  Agreement);  (6)  restrictions  on the transfer of assets
subject to any Lien permitted under this Indenture imposed by the holder of such
Lien;  (7)  restrictions imposed by any agreement to sell assets permitted under
this Indenture to any Person pending the closing of such sale; (8) any agreement
or  instrument  governing Capital Stock of any Person that is acquired after the
Issue  Date; (9) Indebtedness or other contractual requirements of a Receivables
Entity  in  connection  with  a Qualified Receivables Transaction; provided that
such  restrictions  apply  only  to  such Receivables Entity and such Restricted
Subsidiary  is  engaged  in  the  Qualified  Receivables  Transaction;  (10)  an
agreement  effecting  a refinancing, replacement or substitution of Indebtedness
issued,  assumed or incurred pursuant to an agreement referred to in clause (2),
(4)  or  (5)  above;  provided,  however,  that  the provisions relating to such
encumbrance  or  restriction  contained  in any such refinancing, replacement or
substitution  agreement  are  no less favorable to the Company or the Holders in
any  material  respect as determined by the Board of Directors of the Company in
good  faith  than  the  provisions  relating  to such encumbrance or restriction
contained  in agreements referred to in such clause (2), (4) or (5); or (11) any
agreement  evidencing, or relating to, any Indebtedness incurred after the Issue
Date  which  are  not  more  restrictive  than those contained in the New Credit
Facility  as  in  effect  on  the  Issue  Date.


SECTION  4.6.     Limitation  on  Asset  Sales.
                  ----------------------------

     (a)  The  Company  will  not,  and  will  not  permit any of its Restricted
Subsidiaries  to,  consummate  an  Asset  Sale  unless  (i)  the  Company or the
applicable  Restricted Subsidiary, as the case may be, receives consideration at
the  time  of  such  Asset  Sale  at least equal to the fair market value of the
assets  sold  or  otherwise  disposed  of  (as  determined  in good faith by the
Company's  Board  of Directors); (ii) at least 75% of the consideration received
by  the  Company  or  such  Restricted Subsidiary, as the case may be, from such

                                       55
<PAGE>

Asset Sale shall be cash or Cash Equivalents and is received at the time of such
disposition;  provided  that  the amount of (x) any liabilities (as shown on the
Company's  or  such  Restricted Subsidiary's most recent balance sheet or in the
notes  thereto)  of  the  Company  or  such  Restricted  Subsidiary  (other than
liabilities  that are by their terms subordinated to the Notes) that are assumed
by  the  transferee  of  any  such  assets  and  from  which the Company and its
Restricted  Subsidiaries are unconditionally released and (y) any notes or other
obligations  received  by  the  Company  or such Restricted Subsidiary from such
transferee  that  are promptly, but in no event more than 60 days after receipt,
converted  by  the  Company  or  such  Restricted  Subsidiary  into cash or Cash
Equivalents  (to  the  extent of the cash or Cash Equivalents received) shall be
deemed  to  be  cash  for  purposes  of  this  provision;  and  (iii)  upon  the
consummation of an Asset Sale, the Company shall apply, or cause such Restricted
Subsidiary  to  apply,  the Net Cash Proceeds relating to such Asset Sale within
365  days  of  receipt  thereof  either  (A)  to  prepay  Senior Indebtedness or
Guarantor  Senior  Indebtedness  and,  in the case of any Senior Indebtedness or
Guarantor  Senior  Indebtedness  under  any  revolving credit facility, effect a
permanent  reduction  in  the availability under such revolving credit facility,
(B)  to  reinvest  in  Productive Assets, or (C) a combination of prepayment and
investment  permitted  by the foregoing clauses (iii) (A) and (iii) (B).  On the
366th  day  after  an  Asset  Sale or such earlier date, if any, as the Board of
Directors  of  the  Company  or  of such Restricted Subsidiary determines not to
apply  the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(iii)  (A), (iii) (B) and (iii) (C) of the immediately preceding sentence (each,
a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds
which have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted  in  clauses  (iii)  (A),  (iii)  (B) and (iii) (C) of the immediately
preceding  sentence (each a "Net Proceeds Offer Amount") shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase for cash (the
"Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less
than  30  nor  more  than  45  days  following the applicable Net Proceeds Offer
Trigger Date, from all Holders on a pro rata basis at least that amount of Notes
equal to the Note Offer Amount at a price in cash equal to 100% of the principal
amount  of  the Notes to be purchased, plus accrued and unpaid interest thereon,
if  any,  to  the  date  of purchase; provided, however, that if at any time any
non-cash  consideration  received by the Company or any Restricted Subsidiary of
the  Company, as the case may be, in connection with any Asset Sale is converted
into  or  sold  or  otherwise disposed of for cash (other than interest received
with  respect  to  any  such  non-cash  consideration),  then such conversion or
disposition  shall  be  deemed to constitute an Asset Sale hereunder and the Net
Cash  Proceeds  thereof  shall be applied in accordance with this

                                       56
<PAGE>

covenant.  Any  offer  to  purchase with respect to Other Debt shall be made and
consummated  concurrently  with  any  Net  Proceeds  Offer.

"Other  Debt" shall mean other Indebtedness of the Company that ranks pari passu
 -----------
with  the  Notes  and requires that an offer to purchase such Other Debt be made
upon  consummation  of  an  Asset  Sale.

"Note  Offer  Amount"  means (i) if an offer to purchase Other Debt is not being
 -------------------
made,  the  amount  of  the  Net  Proceeds  Offer Amount and (ii) if an offer to
purchase Other Debt is being made, an amount equal to the product of (x) the Net
Proceeds Offer Amount and (y) a fraction the numerator of which is the aggregate
amount  of Notes tendered pursuant to such offer to purchase and the denominator
of  which  is  the aggregate amount of Notes and Other Debt tendered pursuant to
such  offer  to  purchase.

Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0
million, the application of the Net Cash Proceeds constituting such Net Proceeds
Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net
Proceeds  Offer  Amount  plus  the  aggregate  amount  of all Net Proceeds Offer
Amounts  arising  subsequent  to the Net Proceeds Offer Trigger Date relating to
such  initial  Net Proceeds Offer Amount from all Asset Sales by the Company and
its Restricted Subsidiaries aggregates at least $10.0 million, at which time the
Company  or  such  Restricted  Subsidiary  shall  apply  all  Net  Cash Proceeds
constituting all Net Proceeds Offer Amounts that have been so deferred to make a
Net  Proceeds  Offer  (the  first  date  the  aggregate of all such deferred Net
Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a
"Net  Proceeds  Offer  Trigger  Date").

Notwithstanding  the  immediately  preceding  paragraphs  of  this covenant, the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale  without  complying  with such paragraphs to the extent (i) at least 75% of
the  consideration  for  such  Asset Sale constitutes Productive Assets and (ii)
such  Asset  Sale is for at least fair market value (as determined in good faith
by  the  Company's  Board  of  Directors);  provided  that any consideration not
constituting  Productive Assets received by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale permitted to be consummated under
this paragraph shall to the extent constituting Net Cash Proceeds, be subject to
the  provisions  of  the  immediately preceding paragraphs; provided that at the
time  of  entering  into  such  transaction  or  immediately after giving effect
thereto,  no Default or Event of Default shall have occurred or be continuing or
would  occur  as  a  consequence  thereof.

                                       57
<PAGE>

In  the event of the transfer of substantially all (but not all) of the property
and  assets  of  the Company and its Restricted Subsidiaries as an entirety to a
Person  in  a  transaction  permitted under Article V, the successor corporation
shall  be  deemed  to have sold the properties and assets of the Company and its
Restricted  Subsidiaries  not  so transferred for purposes of this covenant, and
shall  comply  with  the provisions of this covenant with respect to such deemed
sale  as  if  it were an Asset Sale.  In addition, the fair market value of such
properties and assets of the Company or its Restricted Subsidiaries deemed to be
sold  shall  be  deemed  to  be Net Cash Proceeds for purposes of this covenant;
provided,  however,  that  this  paragraph  shall not apply if, both immediately
before  and  immediately  after  giving effect to any such transaction, both the
transferor  and  transferee  are  obligors  under  this  Indenture.

     (b)  Each  Net Proceeds Offer will be mailed to the record Holders as shown
on  the  register  of  Holders  within  25 days following the Net Proceeds Offer
Trigger  Date,  with a copy to the Trustee, and shall comply with the procedures
set  forth  in  this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders  may  elect  to  tender  their  Notes  in  whole  or in part in integral
multiples  of $1,000 in exchange for cash. To the extent Holders properly tender
Notes  in  an amount exceeding the Note Offer Amount, Notes of tendering Holders
will  be  purchased  on  a  pro  rata  basis  (based on amounts tendered). A Net
Proceeds Offer shall remain open for a period of 20 business days or such longer
period  as  may  be  required by law. To the extent that the aggregate amount of
Notes  tendered  pursuant  to a Net Proceeds Offer is less than the Net Proceeds
Offer  Amount,  the  Company may use any remaining Net Proceeds Offer Amount for
general  corporate purposes. Upon completion of any such Net Proceeds Offer, the
Net  Proceeds  Offer  Amount  shall  be  reset  at  zero.

The  notice of a Net Proceeds Offer shall contain all instructions and materials
necessary  to  enable  such Holders to tender Notes pursuant to the Net Proceeds
Offer  and  shall  state  the  following  terms:

     (1)  that the Net Proceeds Offer is being made pursuant to this Section 4.6
and  that  all  Notes  tendered will be accepted for payment; provided, however,
that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer
exceeds  the  Note  Offer  Amount,  the  Company  shall  select  the Notes to be
purchased  on  a  pro  rata  basis  based  on  the  amounts  tendered (with such
adjustments  as  may  be deemed appropriate by the Company so that only Notes in
denominations  of  $1,000  or  multiples  thereof  shall  be  purchased);

                                       58
<PAGE>

     (2)     the  purchase  price (including the amount of accrued interest) and
the  purchase  date  (which  shall be at least 20 Business Days from the date of
mailing  of notice of such Net Proceeds Offer, or such longer period as required
by  law)  (the  "Proceeds  Purchase  Date");
                 ------------------------

     (3)  that  any  Note  not  tendered  will  continue  to  accrue  interest;

     (4)  that, unless the Company defaults in making payment therefor, any Note
accepted  for  payment  pursuant to the Net Proceeds Offer shall cease to accrue
interest  after  the  Proceeds  Purchase  Date;

     (5)  that  Holders  electing  to  have  a  Note purchased pursuant to a Net
Proceeds  Offer  will  be required to surrender the Note, with the form entitled
"Option  of  Holder  to Elect Purchase" on the reverse of the Note completed, to
the  Paying  Agent  at the address specified in the notice prior to the close of
business  on  the  third  Business  Day  prior  to  the  Proceeds Purchase Date;

     (6)  that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than five Business Days prior to the Proceeds Purchase
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of  the  Holder,  the  principal  amount  of  the Notes the Holder delivered for
purchase  and  a  statement that such Holder is withdrawing his election to have
such  Note  purchased;

     (7)  that Holders whose Notes are purchased only in part will be issued new
Notes  in  a  principal  amount  equal  to  the unpurchased portion of the Notes
surrendered; provided that each Note purchased and each new Note issued shall be
in  an  original  principal  amount of $1,000 or integral multiples thereof; and

     (8)     information concerning the business of the Company, the most recent
annual  and  quarterly reports of the Company filed with the Commission pursuant
to  the  Exchange  Act  (or,  if  the  Company is not permitted to file any such
reports with the Commission, the comparable reports prepared pursuant to Section
4.18),  a  description  of  material  developments  in  the  Company's business,
information  with respect to pro forma historical financial position and results
of  operations after giving effect to such Asset Sale and such other information
concerning  the  circumstances  and relevant facts regarding such Asset Sale and
Asset  Sale  Offer  as  would,  in  the  good  faith judgment of the Company, be
material  to a Holder of Notes in connection with the decision of such

                                       59
<PAGE>

Holder  as to whether or not it should tender Notes pursuant to the Net Proceeds
Offer.

On  or  before  the  Proceeds  Purchase  Date,  the Company shall (i) accept for
payment  Notes or portions thereof validly tendered pursuant to the Net Proceeds
Offer  which  are  to  be  purchased in accordance with this paragraph (b), (ii)
deposit  with  the Paying Agent U.S. Legal Tender sufficient to pay the purchase
price  plus  accrued  interest,  if  any, of all Notes to be purchased and (iii)
deliver  to the Trustee Notes so accepted together with an Officers' Certificate
stating the Notes or portions thereof being purchased by the Company. The Paying
Agent  shall  promptly  mail  to  the Holders of Notes so accepted payment in an
amount  equal  to the purchase price plus accrued interest, if any. For purposes
of  this  Section  4.6,  the  Trustee  shall  act  as  the  Paying  Agent.

Any  amounts  remaining  after  the purchase of Notes pursuant to a Net Proceeds
Offer  shall  be  returned  by  the  Trustee  to  the  Company.

The  Company  will comply with the requirements of Rule 14e-1 under the Exchange
Act  and any other securities laws and regulations thereunder to the extent such
laws  and  regulations are applicable in connection with the repurchase of Notes
pursuant  to  a  Net  Proceeds  Offer.  To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.6, the Company shall
comply  with  the  applicable  securities  laws and regulations and shall not be
deemed  to  have  breached  its  obligations  under  this  Section 4.6 by virtue
thereof.

SECTION  4.7.     Limitation  on  Transactions with  Affiliates.
                  ---------------------------------------------

     (a)  The  Company  will  not,  and  will  not  permit any of its Restricted
Subsidiaries  to,  directly  or  indirectly,  enter  into or permit to exist any
transaction  or  series  of related transactions (including, without limitation,
the  purchase,  sale,  lease or exchange of any property or the rendering of any
service)  with,  or  for  the  benefit  of, any of its Affiliates (an "Affiliate
Transaction"),  other  than (x) Affiliate Transactions permitted under paragraph
(b)  below and (y) Affiliate Transactions entered into on terms that are no less
favorable  than  those  that  might  be  reasonably  obtained  in  a  comparable
transaction  at  such time on an arm's-length basis from a Person that is not an
Affiliate  of the Company or such Restricted Subsidiary; provided, however, that
for  a  transaction or series of related transactions with an aggregate value of
$5.0  million  or  more, at the Company's option (i) such determination shall be
made  in  good  faith by a majority of the disinterested members of the Board of
the  Directors  of  the Company or (ii) the Board of Directors of the

                                       60
<PAGE>

Company  or  any  such Restricted Subsidiary party to such Affiliate Transaction
shall  have  received  a  favorable  opinion  from  an  independent  nationally
recognized  investment banking firm that such Affiliate Transaction is fair from
a  financial  point  of  view  to  the  Company  or  such Restricted Subsidiary;
provided, further, that for a transaction or series of related transactions with
an  aggregate  value  of  $10.0  million  or more, the Board of Directors of the
Company  shall  have received a favorable opinion from an independent nationally
recognized  investment banking firm that such Affiliate Transaction is fair from
a  financial  point  of  view  to  the  Company  or  such Restricted Subsidiary.

     (b)  The  foregoing restrictions shall not apply to (i) reasonable fees and
compensation  paid to, and indemnity provided on behalf of, officers, directors,
employees  or  consultants  of  the  Company or any Subsidiary of the Company as
determined  in good faith by the Company's Board of Directors; (ii) transactions
exclusively  between or among the Company and any of its Restricted Subsidiaries
or  exclusively  between  or  among  such Restricted Subsidiaries, provided such
transactions  are not otherwise prohibited by this Indenture; (iii) transactions
effected  as  part of a Qualified Receivables Transaction; (iv) any agreement as
in  effect  as  of  the  Issue  Date or any amendment thereto or any transaction
contemplated  thereby  (including  pursuant  to  any  amendment  thereto) in any
replacement  agreement  thereto  so  long  as  any such amendment or replacement
agreement  is  not  more  disadvantageous to the Holders in any material respect
than  the  original  agreement  as  in  effect on the Issue Date; (v) Restricted
Payments  permitted  by  this  Indenture;  (vi)  any Permitted Investment; (vii)
transactions  permitted  by,  and  complying  with, the provisions of Article V;
(viii)  any payment, issuance of securities or other payments, awards or grants,
in  cash  or  otherwise, pursuant to, or the funding of, employment arrangements
and  Plans  approved by the Board of Directors of the Company; (ix) the grant of
stock  options  or  similar rights to employees and directors of the Company and
its  Subsidiaries  pursuant  to  Plans  and employment contracts approved by the
Board  of Directors of the Company; (x) loans or advances to officers, directors
or employees of the Company or its Restricted Subsidiaries not in excess of $3.0
million  at  any  one  time  outstanding;  (xi)  the  granting or performance of
registration  rights  under  a written registration rights agreement approved by
the Board of Directors of the Company; (xii) transactions with Persons solely in
their capacity as holders of Indebtedness or Capital Stock of the Company or any
of its Restricted Subsidiaries, where such Persons are treated no more favorably
than  holders of Indebtedness or Capital Stock of the Company or such Restricted
Subsidiary generally; (xiii) any agreement to do any of the foregoing; (xiv) the
payment,  on  a  quarterly  basis,  of  management  fees  to  THL Co. and/or any
Affiliate  of  THL  Co.  in  accordance  with

                                       61
<PAGE>

the  management  arrangements  to  be entered into in April 1998 between THL Co.
and/or  any Affiliate of THL Co. and the Company in an aggregate amount (for all
such Persons taken together) not to exceed $125,000 in any fiscal quarter of the
Company;  provided,  however,  the Company or any Restricted Subsidiary may make
any  such payment greater than $125,000 but not to exceed $250,000 in any fiscal
quarter if, both before and after giving effect thereto, the Company could incur
$1.00  of  additional  indebtedness  (other  than  Permitted  Indebtedness)  in
compliance  with Section 4.3; (xv) reimbursement of THL Co. and/or any Affiliate
of  THL  Co.  for  their  reasonable  out-of-pocket expenses incurred by them in
connection  with  performing  management  services  for  the  Company  and  its
Subsidiaries; (xvi) the payment of one time fees to THL Co. and/or Affiliates of
THL  Co.  in connection with each acquisition of a company or a line of business
by  the Company or its Subsidiaries, such fees to be payable at the time of each
such  acquisition  and not to exceed 1.0% of the aggregate consideration paid by
the Company and its Subsidiaries for any such acquisition; (xvii) the payment of
consulting  fees to Norman Matthews pursuant to a consulting arrangement entered
into  on or prior to the Issue Date in an aggregate amount not to exceed $50,000
in  any fiscal year of the Company; and (xviii) transactions entered into on the
Issue  Date in connection with the Recapitalization and the financing therefore.

SECTION  4.8.     Change  of  Control.
                  -------------------

     (a)  Upon  the  occurrence  of  a  Change of Control Triggering Event, each
Holder  will have the right to require that the Company purchase for cash all or
a  portion  of  such  Holder's  Notes pursuant to the offer described below (the
"Change  of  Control  Offer"),  at a purchase price in cash equal to 101% of the
principal  amount  thereof plus accrued interest to the date of purchase.  Prior
to  the mailing of the notice referred to below, but in any event within 30 days
following the date the Company obtains actual knowledge of any Change of Control
Triggering  Event,  the Company covenants to (i) repay in full and terminate all
commitments  under the Bank Indebtedness or offer to repay in full and terminate
all  commitments  under all Bank Indebtedness and to repay the Bank Indebtedness
owed  to  each holder of Bank Indebtedness which has accepted such offer or (ii)
obtain  the  requisite  consents  under  the  New  Credit Facility to permit the
repurchase  of the Notes as provided below.  The Company shall first comply with
the  immediately  preceding  sentence  before it shall be required to repurchase
Notes  pursuant  to  the  provisions  described below.  The Company's failure to
comply  with  this  covenant  shall  constitute an Event of Default described in
clause  (4)  and  not  in  clause  (2)  under  Section  6.1.

                                       62
<PAGE>

     (b) Within 30 days following the date upon which the Company obtains actual
knowledge  that  a  Change of Control Triggering Event has occurred, the Company
shall  send,  by  first  class mail, a notice to each Holder, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer. The
notice  to the Holders shall contain all instructions and materials necessary to
enable  such  Holders  to  tender Notes pursuant to the Change of Control Offer.
Such  notice  shall  state:

     (1)     that  the  Change  of  Control Offer is being made pursuant to this
Section  4.8  and that all Notes tendered and not withdrawn will be accepted for
payment;

     (2)  the  purchase price (including the amount of accrued interest) and the
purchase  date  (which  shall  be no earlier than 30 days nor later than 45 days
from  the date such notice is mailed, other than as may be required by law) (the
"Change  of  Control  Payment  Date");

     (3)  that  any  Note  not  tendered  will  continue  to  accrue  interest;

     (4)  that, unless the Company defaults in making payment therefor, any Note
accepted  for  payment  pursuant  to  the Change of Control Offer shall cease to
accrue  interest  after  the  Change  of  Control  Payment  Date;

     (5)  that Holders electing to have a Note purchased pursuant to a Change of
Control  Offer  will  be  required to surrender the Note, with the form entitled
"Option  of  Holder  to Elect Purchase" on the reverse of the Note completed, to
the  Paying  Agent  at the address specified in the notice prior to the close of
business  on the third Business Day prior to the Change of Control Payment Date;

     (6)  that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than five Business Days prior to the Change of Control
Payment  Date, a telegram, telex, facsimile transmission or letter setting forth
the  name  of the Holder, the principal amount of the Notes the Holder delivered
for  purchase  and  a  statement that such Holder is withdrawing his election to
have  such  Notes  purchased;

     (7)  that Holders whose Notes are purchased only in part will be issued new
Notes  in  a  principal  amount  equal  to  the unpurchased portion of the Notes
surrendered; provided that each Note purchased and each new Note issued shall be
in  an  original  principal  amount  of  $1,000  or  integral multiples thereof;

                                       63
<PAGE>

     (8)  the circumstances and relevant facts regarding such Change of Control;
and

     (9)     information concerning the business of the Company, the most recent
annual  and  quarterly reports of the Company filed with the Commission pursuant
to  the  Exchange  Company (or, if the Company is not permitted to file any such
reports with the Commission, the comparable reports prepared pursuant to Section
4.18),  a  description  of  material  developments  in  the  Company's business,
information  with respect to pro forma historical financial position and results
of  operations  after  giving  effect  to  such Change of Control and such other
information  concerning  the  circumstances  and  relevant  facts regarding such
Change  of  Control  and  Change  of  Control  Offer as would, in the good faith
judgment of the Company, be material to a Holder of Notes in connection with the
decision  of such Holder as to whether or not it should tender Notes pursuant to
the  Change  of  Control  Offer.

On  or  before  the Change of Control Payment Date, the Company shall (i) accept
for payment Notes or portions thereof validly tendered pursuant to the Change of
Control  Offer,  (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to  pay  the  purchase  price  plus  accrued  interest,  if any, of all Notes so
tendered  and  (iii)  deliver  to the Trustee Notes so accepted together with an
Officers'  Certificate  stating the Notes or portions thereof being purchased by
the  Company.  The  Paying  Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price plus accrued interest,
if any, and the Trustee shall promptly authenticate and mail to such Holders new
Notes  equal  in  principal  amount  to  any  unpurchased  portion  of the Notes
surrendered.  Any  Notes not so accepted shall be promptly mailed by the Company
to  the  Holder thereof. For purposes of this Section 4.8, the Trustee shall act
as  the  Paying  Agent.

Any  amounts  remaining  after  the  purchase  of  Notes pursuant to a Change of
Control  Offer  shall  be  returned  by  the  Trustee  to  the  Company.

The  Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act  and any other securities laws and regulations thereunder to the extent such
laws  and  regulations are applicable in connection with the repurchase of Notes
pursuant  to  a  Change  of  Control Offer.  To the extent the provisions of any
securities laws or regulations conflict with this Section 4.8, the Company shall
comply  with  the  applicable  securities  laws and regulations and shall not be
deemed  to  have  breached  its  obligations  under  this  Section 4.8 by virtue
thereof.

                                       64
<PAGE>

The  Company  will comply with the requirements of Rule 14e-1 under the Exchange
Act  and any other securities laws and regulations thereunder to the extent such
laws  and  regulations are applicable in connection with the repurchase of Notes
pursuant  to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.8, the Company shall
comply  with  the  applicable  securities  laws and regulations and shall not be
deemed  to  have  breached  its  obligations  under  this  Section  4.8.

SECTION  4.9.     Prohibition  on  Incurrence  of  Senior Subordinated  Debt.
                  ----------------------------------------------------------

Neither the Company nor any Guarantor will incur or suffer to exist Indebtedness
that  is  senior  in right of payment to the Notes or such Guarantor's Guarantee
and  subordinate in right of payment to any other Indebtedness of the Company or
such  Guarantor,  as  the  case  may  be.

SECTION  4.10.   Limitation  on  Preferred  Stock  of Restricted  Subsidiaries.
                 -------------------------------------------------------------

The  Company  will  not  permit  any of its Restricted Subsidiaries to issue any
Preferred  Stock (other than to the Company or to a Restricted Subsidiary of the
Company) or permit any Person (other than the Company or a Restricted Subsidiary
of  the  Company) to own any Preferred Stock of any Restricted Subsidiary of the
Company.

SECTION  4.11.     Additional  Guarantors.
                   ----------------------

     (a)  The Company will not permit any of its Restricted Subsidiaries that is
not  a  Guarantor  (whether  formed or acquired before or after the Issue Date),
directly  or  indirectly, to guarantee the payment of any Indebtedness under the
New  Credit  Facility,  unless  such  Restricted Subsidiary, the Company and the
Trustee  execute and deliver a supplemental indenture evidencing such Restricted
Subsidiary's  Guarantee of the Notes pursuant to the terms of Article XI and XII
of  this  Indenture;  provided  that  if any such Guarantor is released from its
guarantee  with  respect  to  Indebtedness  outstanding  under  the  New  Credit
Facility, such Guarantor shall automatically be released from its obligations as
a  Guarantor.  Nothing  in  this  covenant  shall  be  construed  to  permit any
Restricted  Subsidiary of the Company to incur Indebtedness otherwise prohibited
by  Section  4.3.

     (b) Any Person required by paragraph (a) of this Section 4.11 to become, or
that  is  at  the  option of the Company becoming, a Guarantor shall execute and
deliver  to  the  Trustee  (a)  a  supplemental  indenture in form and substance

                                       65
<PAGE>

satisfactory  to  the  Trustee,  which  subjects  such  Person to the provisions
(including the representations and warranties) of this Indenture as a Guarantor,
(b)  in  the  event  that  as  of  the  date  of such supplemental indenture any
Registrable  Notes  (as  defined  in  the  Registration  Rights  Agreement)  are
outstanding,  an  instrument  in  form and substance satisfactory to the Trustee
which  subjects  such  Person  to  the  provisions  of  the  Registration Rights
Agreement with respect to such outstanding Registrable Notes, and (c) an Opinion
of  Counsel  to  the effect that such supplemental indenture and such instrument
have  been duly authorized and executed by such Person and constitute the legal,
valid  and  binding obligations of such Person (subject to customary assumptions
and  exceptions).

SECTION  4.12.     Conduct  of  Business.
                   ---------------------

The  Company  and  its Restricted Subsidiaries will not engage in any businesses
which are not the same, similar, related or ancillary to the businesses in which
the  Company  and  its  Restricted  Subsidiaries  are engaged on the Issue Date.

SECTION  4.13.     Maintenance  of  Office  or  Agency.
                   -----------------------------------

The  Company shall maintain the office or agency required under Section 2.3. The
Company  shall give prior written notice to the Trustee of the location, and any
change  in  the  location,  of such office or agency. 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 address of the Trustee set
forth  in  Section  13.2.

SECTION  4.14.     Corporate  Existence.
                   --------------------

Except  as otherwise permitted by Article V, the Company shall do or cause to be
done,  at its own cost and expense, all things necessary to preserve and keep in
full  force  and  effect  its corporate existence and the corporate existence of
each  of  its  Restricted  Subsidiaries  in  accordance  with  the  respective
organizational  documents  of  each  such Restricted Subsidiary and the material
rights  (charter  and  statutory)  and  franchises  of the Company and each such
Restricted Subsidiary; provided, however, that the Company shall not be required
to  preserve,  with respect to itself, any material right or franchise and, with
respect  to  any  of  its  Restricted Subsidiaries, any such existence, material
right  or franchise, if the Board of Directors of the Company shall determine in
good  faith  that the preservation thereof is no longer desirable in the conduct
of  the  business  of  the  Company  and  the  Subsidiaries,  taken  as a whole.

                                       66
<PAGE>

SECTION  4.15.     Payment  of  Taxes  and  Other  Claims.
                   --------------------------------------

The Company shall pay or discharge or cause to be paid or discharged, before the
same  shall  become  delinquent,  (i)  all  material  taxes,  assessments  and
governmental  charges  (including  withholding taxes and any penalties, interest
and  additions  to  taxes)  levied  or  imposed upon it or any of its Restricted
Subsidiaries  or properties of it or any of its Restricted Subsidiaries and (ii)
any  lawful  claims  for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Restricted Subsidiaries;
provided, however, that the Company shall not be required to pay or discharge or
cause  to  be paid or discharged any such tax, assessment, charge or claim whose
amount,  applicability  or  validity  is  being  contested  in  good  faith  by
appropriate  proceedings  properly  instituted  and diligently conducted and for
which  adequate  reserves,  to  the extent required under GAAP, have been taken.

SECTION  4.16.     Maintenance  of  Properties  and  Insurance.
                   -------------------------------------------

     (a)  The Company shall, and shall cause each of its Restricted Subsidiaries
to,  maintain  its  material  properties  in  good  working  order and condition
(subject  to  ordinary  wear and tear) and make all necessary repairs, renewals,
replacements,  additions,  betterments  and  improvements  thereto  and actively
conduct  and  carry  on  its  business;  provided, however, that nothing in this
Section  4.16  shall  prevent  the Company or any of its Restricted Subsidiaries
from  discontinuing  the  operation and maintenance of any of its properties, if
such  discontinuance is, in the good faith judgment of the Board of Directors of
the  Company  or the Restricted Subsidiary, as the case may be, desirable in the
conduct  of  their  respective  businesses  and  is  not  disadvantageous in any
material  respect  to  the  Holders.

     (b)  The Company shall provide or cause to be provided, for itself and each
of its Restricted Subsidiaries, insurance (including appropriate self-insurance)
against  loss  or  damage  of  the kinds that, in the good faith judgment of the
Board  of Directors of the Company, are adequate and appropriate for the conduct
of  the  business of the Company and such Restricted Subsidiaries of the Company
in  a  prudent  manner,  with  reputable  insurers or with the government of the
United  States  of  America  or  any  agency or instrumentality thereof, in such
amounts,  with  such  deductibles, and by such methods as shall be customary, in
the  good faith judgment of the Board of Directors of the Company, for companies
similarly  situated  in  the  industry.

                                       67
<PAGE>

SECTION  4.17.     Compliance  with  Laws.
                   ----------------------

The Company shall comply, and shall cause each of its Restricted Subsidiaries to
comply,  with  all  applicable  statutes,  rules,  regulations,  orders  and
restrictions  of  the  United  States  of America, all states and municipalities
thereof,  and  of  any  governmental  department,  commission, board, regulatory
authority,  bureau,  agency  and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties,  except  for  such  noncompliances  as  are  not  in  the  aggregate
reasonably  likely  to have a material adverse effect on the financial condition
or  results of operations of the Company and its Subsidiaries, taken as a whole.

SECTION  4.18.     Additional  Information.
                   -----------------------

The  Company  will deliver to the Trustee within 15 days after the filing of the
same  with the Commission, copies of the quarterly and annual reports and of the
information,  documents and other reports, if any, which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding  that  the  Company  may  not  be  subject  to  the  reporting
requirements  of  Section 13 or 15(d) of the Exchange Act, the Company will file
with  the  Commission,  to  the  extent  permitted,  and provide the Trustee and
Holders  with  such  annual  reports  and  such information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. The Company will
also  comply  with the other provisions of TIA Section 314(a). So long as any of
the  Notes  remain  outstanding,  the  Company  shall  make  available  to  any
prospective  purchaser  of  the  Notes  or  the beneficial owner of the Notes in
connection  with  any  sale  thereof the information required by Rule 144A(d)(4)
under  the  Securities  Act.

SECTION  4.19.     Compliance  Certificate;  Notice  of  Default.
                   ---------------------------------------------

     (a)  The  Company  shall  deliver to the Trustee, within 120 days after the
end  of  the Company's fiscal year, an Officers' Certificate which complies with
TIA  Section  314(a)(4)  stating  that  a  review  of  its activities during the
preceding  fiscal  year  has  been  made  under  the  supervision of the signing
Officers with a view to determining whether it has kept, observed, performed and
fulfilled  its  covenants  and  obligations  under  this  Indenture  and further
stating,  as  to each such Officer signing such certificate, that to the best of
such Officer's knowledge the Company during such preceding fiscal year has kept,
observed,  performed  and  fulfilled  each  and  every  such  covenant  and  the
obligations contained in this Indenture and the Notes and no

                                       68
<PAGE>

Default  or  Event  of Default occurred during such year and at the date of such
certificate  there  is  no  Default or Event of Default that has occurred and is
continuing  or, if such signers do know of such Default or Event of Default, the
certificate  shall  describe the Default or Event of Default and its status with
particularity.  The  Officers'  Certificate shall also notify the Trustee should
the  Company  elect  to change the manner in which it fixes its fiscal year end.

     (b)  The  annual  financial  statements  delivered pursuant to Section 4.18
shall  be  accompanied  by  a  written  report  of  the  Company's  independent
accountants  (who  shall  be  a firm of established national reputation) that in
conducting  their  audit  of such financial statements nothing has come to their
attention  that  would  lead  them  to believe that the Company has violated any
provisions  of  Article  IV, V or VI in this Indenture insofar as they relate to
accounting matters 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.

     (c)  (i)  If any Default or Event of Default has occurred and is continuing
or  (ii)  if any Holder seeks to exercise any remedy hereunder with respect to a
claimed  Default under this Indenture or the Notes, the Company shall deliver to
the  Trustee,  at its address set forth in Section 13.2 hereof, by registered or
certified  mail or by telegram, telex or facsimile transmission followed by hard
copy  by  registered or certified mail, an Officers' Certificate specifying such
event,  notice  or  other  action (including any action the Company is taking or
proposes  to  take  in  respect  thereof)  within  30  days  of such occurrence.

SECTION  4.20.     Waiver  of  Stay,  Extension or  Usury  Laws.
                   --------------------------------------------

The  Company and each Guarantor covenants (to the extent that it may lawfully do
so)  that  it  shall  not  at  any  time  insist  upon,  plead, or in any manner
whatsoever  claim or take the benefit or advantage of, any stay or extension law
or  any usury law or other law that would prohibit or forgive the Company or any
such  Guarantor,  as  the  case  may  be,  from paying all or any portion of the
principal  of  or interest on the Notes or performing its Guarantee, as the case
may  be  and  as  contemplated  herein,  wherever  enacted,  now  or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture;  and  (to the extent that it may lawfully do so) the Company and each
Guarantor,  if any, hereby expressly waives all benefit or advantage of any such
law,  and  covenants  that it shall not hinder, delay or impede the execution of
any  power  herein  granted  to  the  Trustee,  but

                                       69
<PAGE>

shall  suffer and permit the execution of every such power as though no such law
had  been  enacted.

SECTION  4.21.     Further  Instruments  and  Acts.
                   -------------------------------

Upon  request  of  the  Trustee, the Company and each Guarantor will execute and
deliver  such  further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.


                                    ARTICLE V

                                SUCCESSOR COMPANY


SECTION  5.1.     Merger,  Consolidation  and  Sale  of  Assets.
                  ---------------------------------------------

     (a)  The  Company  will not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets to,
another  Person  or  Persons  unless:

     (i)  either  (A)  the  Company  shall  be  the  survivor  of such merger or
consolidation  or  (B)  the surviving Person is a corporation existing under the
laws  of  the  United  States, any state thereof or the District of Columbia and
such  surviving  Person shall expressly assume by Supplemental Indenture all the
obligations  of the Company under the Notes, this Indenture and the Registration
Rights  Agreement;

     (ii)  immediately  after  giving effect to such transaction (on a pro forma
basis,  including  any  Indebtedness  incurred  or anticipated to be incurred in
connection  with  such  transaction and the other adjustments referred to in the
definition  of  "Consolidated  Fixed Charge Coverage Ratio"), the Company or the
surviving  Person  is  able  to  incur at least $1.00 of additional Indebtedness
(other  than  Permitted  Indebtedness)  in  compliance  with  Section  4.3;

     (iii)  immediately  before  and  immediately  after  giving  effect to such
transaction  (including  any Indebtedness incurred or anticipated to be incurred
in  connection  with the transaction), no Default or Event of Default shall have
occurred  and  be  continuing;  and

     (iv)  the Company has delivered to the Trustee an Officers' Certificate and
Opinion  of  Counsel,  each

                                       70
<PAGE>

stating  that  such  consolidation,  merger  or  transfer  complies  with  this
Indenture, that the surviving Person agrees to be bound thereby and by the Notes
and the Registration Rights Agreement, and that all conditions precedent in this
Indenture  relating  to  such  transaction have been satisfied including (in the
case  of  the  Officers'  Certificate)  the calculations required by clause (ii)
above.

For  purposes  of  the  foregoing,  the  transfer (by lease, assignment, sale or
otherwise,  in  a  single  transaction  or  series  of  transactions)  of all or
substantially  all  of  the properties and assets of one or more Subsidiaries of
the  Company, the Capital Stock of which constitutes all or substantially all of
the  properties and assets of the Company, shall be deemed to be the transfer of
all  or  substantially  all  of  the  properties  and  assets  of  the  Company.
Notwithstanding  the  foregoing clauses (ii) and (iii) above, (a) any Restricted
Subsidiary  of  the  Company may consolidate with, merge into or transfer all or
part  of  its properties and assets to the Company and (b) the Company may merge
with  an  Affiliate  that  is  (x)  a corporation that has no material assets or
liabilities and which was incorporated solely for the purpose of reincorporating
the  Company  in  another  jurisdiction  or  (y)  a Restricted Subsidiary of the
Company  so  long  as  all assets of the Company and the Restricted Subsidiaries
immediately  prior  to  such transaction are owned by such Restricted Subsidiary
and  its  Restricted  Subsidiaries  immediately  after the consummation thereof.

     (b)  Each  Guarantor  (other  than  any  Guarantor whose Guarantee is to be
released  in  accordance  with  the terms of the Guarantee and this Indenture in
connection  with  any  transaction complying with the provisions of Section 4.6)
will not, and the Company will not cause or permit any Guarantor to, consolidate
with  or  merge  with  or  into  any  Person other than the Company or any other
Guarantor  unless:  (i) the entity formed by or surviving any such consolidation
or merger (if other than the Guarantor) or to which such sale, lease, conveyance
or  other  disposition  shall  have  been  made  is  a corporation organized and
existing  under  the  laws  of  the  United  States  or any State thereof or the
District  of Columbia; (ii) such entity (if other than the Guarantor) assumes by
supplemental indenture all of the obligations of the Guarantor on the Guarantee;
(iii) immediately before and immediately after giving effect to such transaction
(including any Indebtedness incurred or anticipated to be incurred in connection
with the transaction), no Default or Event of Default shall have occurred and be
continuing;  and  (iv)  immediately after giving effect to such transaction on a
pro  forma  basis  (including  any  Indebtedness  incurred  or anticipated to be
incurred  in  connection  with  the  transaction), the Company could satisfy the
provisions  of

                                       71
<PAGE>

clause  (ii) of the first paragraph under paragraph (a) of this Section 5.1. Any
merger  or  consolidation  of  a  Guarantor  with and into the Company (with the
Company  being  the  surviving entity) or another Guarantor that is a Restricted
Subsidiary  of  the  Company  need  only  comply  with  clause (iv) of the first
paragraph  under  paragraph  (a)  of  this  Section  5.1.

SECTION  5.2.     Successor  Corporation  Substituted.
                  -----------------------------------

In  the  event of any transaction described in and complying with the conditions
listed  in  Section 5.1 in which the Company or a Guarantor, as the case may be,
is  not  the  surviving  Person,  such surviving Person shall succeed to, and be
substituted  for, and may exercise every right and power of, the Company or such
Guarantor,  as  the  case  may  be, and the Company shall be discharged from its
Obligations  under  this  Indenture  and  the  Notes  or such Guarantor shall be
discharged  from  its Obligations under this Indenture and its Guarantee, as the
case  may  be.

                                       72
<PAGE>

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES


SECTION  6.1.     Events  of  Default.
                  -------------------

     An  "Event  of  Default"  shall  occur  upon:
          ------------------

     (1)  the  failure  to  pay interest (including additional interest, if any,
under  the Registration Rights Agreement) on any Notes when the same becomes due
and  payable  and  the default continues for a period of 30 days (whether or not
such  payment  shall  be  prohibited  by  Article  X);

     (2)  the  failure  to  pay  the principal on any Notes, when such principal
becomes  due  and  payable, at maturity, upon redemption or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control  Offer  or  a  Net Proceeds Offer) (whether or not such payment shall be
prohibited  by  Article  X);

     (3)  a  default  in  the  observance  or  performance  of  Section  5.1;

     (4)  a  default  in  the observance or performance of any other covenant or
agreement contained in this Indenture which default continues for a period of 30
days  after  the  Company  receives  written  notice specifying the default (and
demanding  that  such default be remedied) from the Trustee or the Holders of at
least  25%  of  the  outstanding  principal  amount  of  the  Notes;

     (5)  the  failure to pay at final maturity (giving effect to any applicable
grace  periods  and  any  extensions  thereof)  the  principal  amount  of  any
Indebtedness  of  the  Company  or  any  Restricted  Subsidiary  (other  than  a
Receivables  Entity)  of  the  Company,  or the acceleration of the final stated
maturity  of  any  such  Indebtedness, if the aggregate principal amount of such
Indebtedness,  together with the principal amount of any other such Indebtedness
in  default  for  failure  to  pay principal at final maturity or which has been
accelerated,  aggregates  $10.0  million  or  more  at  any  time;

     (6) one or more judgments in an aggregate amount in excess of $10.0 million
shall  have  been  rendered  against  the  Company  or  any  of  its Significant
Subsidiaries  and  such judgments remain undischarged, unpaid and unstayed for a
period  of  60  days  after  such  judgment  or  judgments  become  final  and
non-appealable,  and  in  the  event  such  judgment is covered by insurance, an
enforcement  proceeding  has  been commenced by any creditor upon such judgment,
which  is  not  promptly  stayed;

                                       73
<PAGE>

     (7)  the  Company  or  a  Significant  Subsidiary pursuant to or within the
meaning  of  any  Bankruptcy  Law:

          (A)  commences  a  voluntary  case  or  proceeding;

          (B)  consents  to  the  entry  of judgment, decree or order for relief
     against  it  in  an  involuntary  case  or  proceeding;

          (C)  consents  to  the  appointment  of  a  Custodian of it or for any
     substantial  part  of  its  property;

          (D)  makes  a  general  assignment  for  the benefit of its creditors;

          (E) consents to or acquiesces in the institution of a bankruptcy or an
     insolvency  proceeding  against  it;

          (F)  takes  any  corporate  action  to  authorize or effect any of the
     foregoing;

or  takes  any  comparable action under any foreign laws relating to insolvency;

     (8)  a  court of competent jurisdiction enters an order or decree under any
Bankruptcy  Law  that:

          (A) is for relief against the Company or any Significant Subsidiary in
     an  involuntary  case;

          (B)  appoints a Custodian of the Company or any Significant Subsidiary
     or  for  any  substantial  part  of  its  property;  or

          (C)  orders  the  winding  up  or  liquidation  of  the Company or any
     Significant  Subsidiary; or any similar relief is granted under any foreign
     laws  and the order, decree or relief remains unstayed and in effect for 60
     days;  or

     (9)  any  of the Guarantees ceases to be in full force and effect or any of
the  Guarantees  is declared to be null and void and unenforceable or any of the
Guarantees  is found to be invalid or any of the Guarantors denies its liability
under  its  Guarantee  (other  than  by  reason  of  release  of  a Guarantor in
accordance  with  the  terms  of  this  Indenture).

The foregoing will constitute Events of Default whatever the reason for any such
Event  of  Default  and whether it is voluntary or involuntary or is effected by
operation  of

                                       74
<PAGE>

law  or pursuant any judgment, decree or order of any to court or
any  order,  rule  or  regulation  of  any  administrative or governmental body.

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

SECTION  6.2.     Acceleration.
                  ------------

     (a)  If  an  Event  of Default (other than an Event of Default specified in
6.1(7) or (8) with respect to the Company) occurs and is continuing, the Trustee
or  the  Holders  of  at  least 25% in principal amount of outstanding Notes may
declare  the  principal  of  and accrued interest on all the Notes to be due and
payable  by  notice  in  writing  to  the Company and the Trustee specifying the
respective  Event of Default and that it is a "notice of acceleration," and upon
receipt  of  such notice the same shall become due and payable upon the first to
occur  of  (x)  an  acceleration  under any issue of then outstanding Designated
Senior Indebtedness or (y) the expiration of five Business Days after receipt by
the Company and each Representative of holders of Designated Senior Indebtedness
then  outstanding  of  such  notice of acceleration unless all Events of Default
specified  in  the respective notice of acceleration have been cured within said
five  Business  Day  period.

     (b)  If  an  Event  of  Default  specified  in Sections 6.1(7) and (8) with
respect  to  the  Company  occurs  and  is continuing, then the principal of and
accrued interest on all the Notes 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  of  Notes.

     (c)  At  any  time  after a declaration of acceleration with respect to the
Notes  as  described  in  Section  6.2(a)  above,  the  Holders of a majority in
principal  amount  of  the Notes may rescind and cancel such declaration and its
consequences  (i)  if  the  rescission  would  not conflict with any judgment or
decree,  (ii) if all existing Events of Default have been cured or waived except
nonpayment  of  principal  or interest that has become due solely because of the
acceleration,  (iii)  to  the  extent  the  payment  of such interest is lawful,
interest  on  overdue  installments of interest and overdue principal, which has
become  due  otherwise  than by such declaration of acceleration, has been paid,
(iv)  if  the  Company  has  paid  the  Trustee  its reasonable compensation and
reimbursed  the  Trustee for its expenses, disbursements and advances (including
the  reasonable  fees, expenses and disbursements of its agents and counsel) and
(v)  in  the  event

                                       75
<PAGE>

of  the  cure  or waiver of an Event of Default of the type described in Section
6.1(6), (7) or (8), the Trustee shall have received an Officers' Certificate and
an  Opinion  of  Counsel that such Event of Default has been cured or waived. No
such  rescission  shall  affect  any  subsequent  Default  or  impair  any right
consequent  thereto.

SECTION  6.3.     Other  Remedies.
                  ---------------

If  an  Event  of  Default  occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of 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 even 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.  No remedy is exclusive of any other
remedy.  All  available  remedies  are  cumulative.

SECTION  6.4.     Waiver  of  Past  Defaults.
                  --------------------------

Subject  to  Sections  2.9,  6.7 and 9.2, the holders of a majority in principal
amount  of  the  Notes  may waive any existing Default or Event of Default under
this Indenture, and its consequences, except (i) a Default in the payment of the
principal  of  or interest on any Notes or (ii) a Default or Event of Default in
respect  of  a  provision  that  under Section 9.2 cannot be amended without the
consent  of  each  Noteholder  affected.  When  a Default or Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right. This paragraph
of  this  Section  6.4  shall  be  in  lieu  of 316(a)(1)(B) of the TIA and such
316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the
Notes,  as  permitted  by  the  TIA.

Upon  any  such  waiver, such Default shall cease to exist and be deemed to have
been  cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured and not to have occurred for every purpose of
this  Indenture and the Notes, but no such waiver shall extend to any subsequent
or  other  Default  or  impair  any  right  consequent  thereon.

SECTION  6.5.     Control  by  Majority.
                  ---------------------

Subject  to  Section  2.9,  the Holders of a majority in principal amount of the
Notes may direct the time, method and place of conducting any proceeding for any
remedy  available  to

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<PAGE>

the  Trustee  or  of  exercising  any  trust  or power conferred on the Trustee.
However,  the Trustee may refuse to follow any direction that conflicts with law
or  this  Indenture  or,  subject to Section 7.1, that the Trustee determines is
unduly  prejudicial  to  the  rights  of  other Noteholders or would involve the
Trustee  in personal liability; provided, however, that the Trustee may take any
other  action  deemed  proper  by the Trustee that is not inconsistent with such
direction.  Prior  to taking any action hereunder, the Trustee shall be entitled
to  indemnification satisfactory to it in its sole discretion against all losses
and  expenses caused by taking or not taking such action. This Section 6.5 shall
be  in  lieu  of  316(a)(1)(A)  of  the TIA, and such 316(a)(1)(A) of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by the
TIA.

SECTION  6.6.     Limitation  on  Suits.
                  ---------------------

     A  Noteholder  may  not pursue any remedy with respect to this Indenture or
the  Notes  unless:

          (1)  the  Holder  gives  to the Trustee written notice stating that an
     Event  of  Default  is  continuing;

          (2) the Holders of at least 25% in principal amount of the outstanding
     Notes  make  a  written  request  to  the  Trustee  to  pursue  the remedy;

          (3) such Holder or Holders offer to the Trustee reasonable security or
     indemnity  against  any  loss,  liability  or  expense;

          (4)  the Trustee does not comply with the request within 45 days after
     receipt  of  the  request  and  the  offer  of  security  or indemnity; and

          (5)  the  Holders of a majority in principal amount of the outstanding
     Notes  do  not  give  the Trustee a direction inconsistent with the request
     during  such  45-day  period.

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.
                  -----------------------------------------

Notwithstanding  any  other provision of this Indenture, the right of any Holder
to  receive  payment  of  principal  of  and  interest on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes, or to bring
suit  for  the  enforcement  of  any  such  payment  on  or

                                       77
<PAGE>

after  such  respective  dates,  shall  not  be impaired or affected without the
consent  of  such  Holder.

SECTION  6.8.     Collection  Suit  by  Trustee.
                  -----------------------------

If  an  Event  of  Default  specified  in  Section  6.1(1)  or (2) occurs and is
continuing,  the  Trustee may recover judgment in its own name and as trustee of
an  express  trust  against  the Company and the Guarantors for the whole amount
then  due and owing (together with interest on any unpaid interest to the extent
lawful)  and  the  amounts  provided  for  in  Section  7.7.

SECTION  6.9.     Trustee  May  File  Proofs  of  Claim.
                  -------------------------------------

The  Trustee  may 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 and the
Noteholders  allowed  in  any  judicial proceedings relative to the Company, the
Guarantors,  their  respective  Subsidiaries  or  their  respective creditors or
properties  and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing  similar functions, and any Custodian in any such judicial proceeding
is  hereby authorized by each Holder to make payments to the Trustee and, in the
event  that the Trustee shall consent to the making of such payments directly to
the  Holders,  to  pay  to  the  Trustee  any  amount  due it for the reasonable
compensation,  expenses,  disbursements  and advances of the Trustee, its agents
and  its  counsel,  and  any  other  amounts  due the Trustee under Section 7.7.
Nothing  herein contained shall be deemed to authorize the Trustee to authorize,
consent  to  or  accept  on  behalf  of  any  Holder any plan or reorganization,
arrangement  or  adjustment  affecting  the  Notes  or  the rights of any Holder
thereof,  or  to  authorize  the  Trustee to vote in respect of the claim of any
Holder  in  any  such  proceeding.

SECTION  6.10.     Priorities.
                   ----------

If  the  Trustee  collects any money or property pursuant to this Article VI, it
shall  pay  out  the  money  or  property  in  the  following  order:

     FIRST:     to  the  Trustee  for  amounts  due  under  Section  7.7;

     SECOND: to holders of Senior Indebtedness to the extent required by Article
X;


     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

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<PAGE>

amounts  due  and payable on the Notes for principal and interest, respectively;
and

     FOURTH:  to  the  Company  or  any  other  obligors  on  the Notes as their
interests  may  appear,  or  as  a  court  of competent jurisdiction may direct.

The  Trustee  may  fix  a  record  date  and  payment  date  for  any payment to
Noteholders  pursuant to this Section. At least 15 days before such record date,
the  Trustee  shall mail to each Noteholder and the Company a notice that states
the  record  date,  the  payment  date  and  amount  to  be  paid.

SECTION  6.11.     Undertaking  for  Costs.
                   -----------------------

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
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 10% in outstanding principal amount of the
Notes.

SECTION  6.12.     Restoration  of  Rights  and  Remedies.
                   --------------------------------------

If  the  Trustee  or  any  Holders have instituted any proceeding to enforce any
right  or  remedy under this Indenture and such proceeding has been discontinued
or  abandoned for any reason, or has been determined adversely to the Trustee or
to  such  Holder,  then  and in every such case, subject to any determination in
such  proceeding,  the  Company,  the  Trustee and the Holders shall be restored
severally  and  respectively  to their former positions hereunder and thereafter
all  rights and remedies of the Trustee and the Holders shall continue as though
no  such  proceeding  had  been  instituted.


                                   ARTICLE VII

                                     TRUSTEE


SECTION  7.1.     Duties  of  Trustee.
                  -------------------

     (a)  If  an  Event  of  Default has occurred and is continuing, the Trustee
shall  exercise 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 Person would
exercise

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<PAGE>

or  use  under  the  circumstances  in the conduct of such Person's own affairs.

     (b)  Except  during  the  continuance  of  an  Event  of  Default:

     (1)     the  Trustee undertakes to perform such duties and only such duties
as  are  specifically  set  forth  in this Indenture and no implied covenants or
obligations  shall  be  read  into  this  Indenture  against  the  Trustee;  and

     (2)  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  certificates or opinions furnished to the Trustee and
conforming  to  the  requirements  of this Indenture. However, the Trustee shall
examine  the  certificates and opinions to determine whether or not they conform
to  the  requirements  of  this  Indenture.

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

     (1)  this  paragraph  does  not  limit  the effect of paragraph (b) of this
Section;

     (2)  the Trustee shall not be liable for any error of judgment made in good
faith  by  a Trust Officer unless it is proved that the Trustee was negligent in
ascertaining  the  pertinent  facts;  and

     (3)  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.

     (d)  Every  provision  of  this  Indenture  that  in any way relates to the
Trustee  is  subject  to  paragraphs  (a),  (b)  and  (c)  of  this  Section.

     (e)  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.

     (f)  Money  held  in trust by the Trustee need not be segregated from other
funds  except  to  the  extent  required  by  law.

     (g)  No  provision of this Indenture shall require the Trustee to expend or
risk  its own funds or otherwise incur financial liability in the performance of
any  of  its duties

                                       80
<PAGE>

hereunder  or  in  the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or adequate indemnity
against  such  risk  or  liability  is  not  reasonably  assured  to  it.

SECTION  7.2.     Rights  of  Trustee.
                  -------------------

     (a)  The  Trustee may rely on any document believed by it to be genuine and
to  have  been  signed  or  presented by the proper person. The Trustee need not
investigate  any  fact  or  matter  stated  in  the  document.

     (b)  Before  the  Trustee  acts  or refrains from acting, it may require an
Officers'  Certificate or 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 the
Officers'  Certificate  or  Opinion  of  Counsel.

     (c) The Trustee may act through agents and shall not be responsible for the
misconduct  or  negligence  of  any  agent  appointed  with  due  care.

     (d)  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 its rights or
powers;  provided,  however,  that  the  Trustee's  conduct  does not constitute
willful misconduct or negligence. Unless otherwise specifically provided in this
Indenture,  any  demand,  request, direction or notice from the Company shall be
sufficient  if  it  is  signed  by  an  Officer  of  the  Company.

     (e)  The  Trustee  may  consult  with counsel, and the advice or opinion of
counsel  with respect to legal matters relating to this Indenture, the Notes and
the  Guarantees  shall  be  full  and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good  faith  and  in  accordance  with  the  advice  or opinion of such counsel.

     (f)  The Trustee shall be under no obligation to exercise any of the rights
or  powers created in it by this Indenture at the request or direction of any of
the Holders pursuant to the Indenture, unless such Holders shall have offered to
the  Trustee  reasonable  security  or indemnity against the costs, expenses and
liabilities  which  might  be  incurred by it in compliance with such request or
direction.

SECTION  7.3.     Individual  Rights  of  Trustee.
                  -------------------------------

The  Trustee  in  its  individual  or any other capacity may become the owner or
pledgee  of Notes and may otherwise deal with the Company, the Guarantors or any
of  their  respective  Affiliates  with  the  same  rights  it  would have if it

                                       81
<PAGE>

were  not  Trustee.  Any Paying Agent, Registrar, co-registrar or copaying agent
may do the same with like rights. However, the Trustee must comply with Sections
7.10  and  7.11.

SECTION  7.4.     Trustee's  Disclaimer.
                  ---------------------

The  Trustee  shall not be responsible for and makes no representation as to the
validity  or  adequacy  of this Indenture, the Notes or the Guarantees, it shall
not  be accountable for the Company's use of the proceeds from the Notes, and it
shall  not  be responsible for any statement of the Company or the Guarantors in
this  Indenture  or  in  any  document issued in connection with the sale of the
Notes  or in the Notes or the Guarantees other than the Trustee's certificate of
authentication.

SECTION  7.5.     Notice  of  Defaults.
                  --------------------

If  a  Default  or  Event of Default occurs and is continuing, the Trustee shall
mail to each Noteholder notice of the Default or Event of Default within 30 days
after  it occurs. Except in the case of a Default or Event of Default in payment
of  principal  of  or  interest  on any Note (including payments pursuant to the
optional  redemption  or  required  repurchase  provisions of such Note and this
Indenture,  if  any)  or  for  failure to comply with Article V, the Trustee may
withhold  the  notice  if  and  so long as its board of directors, the executive
committee of its board of directors or a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of Noteholders.

SECTION  7.6.     Reports  by  Trustee  to  Holders.
                  ---------------------------------

As promptly as practicable after each May 15 beginning with the May 15 following
the  date of this Indenture, and in any event prior to July 15 in each year, the
Trustee  shall  mail  to  each Noteholder a brief report dated as of such May 15
that  complies  with  TIA  Section  313(a)  if such a report is required by that
section.  The  Trustee  also  shall  comply with TIA Section 313(b). The Trustee
shall  also  transmit  by  mail  all  reports  required  by  TIA Section 313(c).

A  copy  of each report at the time of its mailing to Noteholders shall be filed
with  the  SEC  if required by law and each stock exchange (if any) on which the
Notes are listed. The Company agrees to notify promptly the Trustee whenever the
Notes  become  listed  on  any  stock  exchange  and  of  any delisting thereof.

SECTION  7.7.     Compensation  and  Indemnity.
                  ----------------------------

The  Company  shall pay to the Trustee from time to time reasonable compensation
for  its  services.  The  Trustee's

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<PAGE>

compensation  shall not be limited by any law on compensation of a trustee of an
express  trust.  The  Company  shall  reimburse the Trustee upon request for all
reasonable  out-of-pocket  expenses  incurred  or made by it, including costs of
collection,  costs  of  preparing  and reviewing reports, certificates and other
documents,  costs  of  preparation  and  mailing-of  notices  to Noteholders and
reasonable  costs  of  counsel  retained  by  the Trustee in connection with the
delivery  of an Opinion of Counsel or otherwise, in addition to the compensation
for  its  services.  Such expenses shall include the reasonable compensation and
expenses,  disbursements  and  advances  of  the  Trustee's  agents,  counsel,
accountants and experts. The Company shall indemnify the Trustee against any and
all  loss,  liability or expense (including reasonable attorneys' fees, expenses
and  disbursements) incurred by it in connection with the administration of this
trust  and  the  performance  of  its  duties hereunder, including the costs and
expenses  of  enforcing  this  Indenture  (including  this  Section  7.7) and of
defending  itself  against  any  claims (whether asserted by any Noteholder, the
Company  or  otherwise).  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. The Company
shall defend the claim and the Trustee may have separate counsel and the Company
shall  pay the fees and expenses of such counsel. The Company need not reimburse
any  expense or indemnify against any loss, liability or expense incurred by the
Trustee  through  the Trustee's own willful misconduct, 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  other  than  money  or  property  held in trust to pay principal of and
interest  on  particular  Notes.  The  Trustee's right to receive payment of any
amounts  due  under  this  Section  7.7  shall  not  be subordinate to any other
liability  or  indebtedness  of  the  Company.

The  Company's  payment  obligations  pursuant to this Section shall survive the
discharge  of  this  Indenture.  When  the  Trustee  incurs  expenses  after the
occurrence  of  a Default specified in Section 6.1(7) or (8) with respect to the
Company, the expenses (including the reasonable fees, expenses and disbursements
of its agents and counsel) are intended to constitute expenses of administration
under  any  Bankruptcy  Law.

SECTION  7.8.     Replacement  of  Trustee.
                  ------------------------

The Trustee may resign at any time by so notifying the Company. The Holders of a
majority  in principal amount of

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<PAGE>

the outstanding Notes may remove the Trustee by so notifying the Trustee and may
appoint  a  successor  Trustee.  The  Company  shall  remove  the  Trustee  if:

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

     (2)  the  Trustee  is  adjudged  bankrupt  or  insolvent;


     (3)  a  receiver or other public officer takes charge of the Trustee or its
property;  or

     (4)  the  Trustee  otherwise  becomes  incapable  of  acting.

If  the  Trustee  resigns  or  is  removed by the Company or by the Holders of a
majority  in  principal  amount of the outstanding Notes and such Holders do not
reasonably  promptly  appoint a successor Trustee, or if a vacancy exists in the
office  of  Trustee  for any reason (the Trustee in such event being referred to
herein  as the retiring Trustee), the Company shall promptly appoint 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 Noteholders. The
retiring  Trustee  shall promptly transfer all property held by it as Trustee to
the  successor  Trustee,  subject  to  the  lien  provided  for  in Section 7.7.

If  a  successor  Trustee does not take office within 60 days after the retiring
Trustee  resigns  or  is  removed, the retiring Trustee or the Holders of 10% in
principal  amount  of  the outstanding Notes may petition any court of competent
jurisdiction  for  the  appointment  of  a  successor  Trustee.

If  the  Trustee  fails to comply with Section 7.10, any Noteholder may petition
any  court  of  competent  jurisdiction  for  the removal of the Trustee and the
appointment  of  a  successor  Trustee.

Notwithstanding  the  replacement  of  the Trustee pursuant to this Section, the
Company's  obligations  under  Section 7.7 shall continue for the benefit of the
retiring  Trustee.

SECTION  7.9.     Successor  Trustee  by  Merger.
                  ------------------------------

If  the  Trustee consolidates with, merges or converts into, or transfers all or
substantially  all  its  corporate

                                       84
<PAGE>

trust  business  or  assets  to, another corporation or banking association, the
resulting,  surviving or transferee corporation without any further act shall be
the  successor  Trustee.

In  case  at  the  time  such  successor  or  successors  by merger, conversion,
consolidation  or transfer to the Trustee shall succeed to the trusts created by
this  Indenture,  any  of  the  Notes  shall  have  been  authenticated  but not
delivered,  any  such  successor  to  the  Trustee  may adopt the certificate of
authentication  of  any  predecessor  trustee,  and  deliver  such  Notes  so
authenticated;  and  in  case  at that time any of the Notes shall not have been
authenticated, an successor to the Trustee may authenticate such Notes either in
the  name  of  an  predecessor  hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it  is  anywhere in the Notes or in this Indenture provided that the certificate
of  the  Trustee  shall  have.

SECTION  7.10.     Eligibility;  Disqualification.
                   ------------------------------

The  Trustee  shall at all times satisfy the requirements of TIA Section 310(a).
The  Trustee shall have a combined capital and surplus of at least $50.0 million
as  set  forth  in  its  most  recent  published annual report of condition. The
Trustee  shall  comply  with  TIA  Section 310(b); provided, however, that there
shall  be  excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures  under  which  other  securities  or  certificates  of  interest  or
participation  in  other  securities  of  the  Company  are  outstanding  if the
requirements  for  such  exclusion  set  forth in TIA Section 310(b)(1) are met.

SECTION  7.11.     Preferential  Collection  of  Claims Against  Company.
                   -----------------------------------------------------

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

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION  8.1.     Discharge  of  Liability  on  Notes.
                  -----------------------------------

     (a) The Company may terminate its and the Guarantors' obligations under the
Notes,  the  Guarantees and this Indenture, except those obligations referred to
in  Section  8.1(b),  if  all  Notes  previously  authenticated  and

                                       85
<PAGE>

delivered  (other  than destroyed, lost or stolen Notes which have been replaced
or  paid  or  Notes  for  whose  payment  U.S. Legal Tender or non-callable U.S.
Government Obligations, or a combination thereof, has theretofore been deposited
with the Trustee or the Paying Agent in trust or segregated and held in trust by
the  Company  and  thereafter repaid to the Company, as provided in Section 8.5)
have been delivered to the Trustee for cancellation and the Company has paid all
sums  payable  by  it  hereunder,  or  if:

     (i) either (A) pursuant to Article III, the Company shall have given notice
to  the  Trustee  and  mailed  a  notice  of  redemption  to  each Holder of the
redemption  of  all  of the Notes under arrangements satisfactory to the Trustee
for  the  giving  of  such notice or (B) all Notes have otherwise become due and
payable  hereunder;

     (ii) the Company shall have irrevocably deposited or caused to be deposited
with the Trustee or a trustee satisfactory to the Trustee, under the terms of an
irrevocable  trust  agreement in form and substance satisfactory to the Trustee,
as  trust funds in trust solely for the benefit of the Holders for that purpose,
U.S.  Legal Tender or non-callable U.S. Government Obligations, or a combination
thereof,  in  such amount as is sufficient without consideration of reinvestment
of  such  funds,  to  pay  principal of, premium on, if any, and interest on the
outstanding  Notes  to maturity or redemption, as the case may be; provided that
the  Trustee  shall  have  been  irrevocably instructed to apply such U.S. Legal
Tender  to  the  payment  of  said principal, premium, if any, and interest with
respect  to  the  Notes  and, provided, further, that from and after the time of
deposit,  the  funds  deposited shall not be subject to the rights of holders of
Senior  Indebtedness  pursuant  to  the  provisions  of  Article  X;

     (iii)  no Default or Event of Default with respect to this Indenture or the
Notes shall have occurred and be continuing on the date of such deposit or shall
occur  as  a result of such deposit and such deposit will not result in a breach
or  violation  of,  or constitute a default under, any other instrument to which
the  Company  is  a  party  or  by  which  it  is  bound;

     (iv)  the  Company  shall have paid all other sums payable by it hereunder;
and

     (v)  the  Company  shall  have  delivered  to  the  Trustee  an  Officers'
Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all conditions
precedent  providing  for the termination of the Company's obligations under the
Notes and this Indenture have been

                                       86
<PAGE>

satisfied.  Such  Opinion of Counsel shall also state that such satisfaction and
discharge does not result in a default under the New Credit Facility (if then in
effect)  or  any  other  agreement or instrument then known to such counsel that
binds  or  affects  the  Company.

     (b)  Notwithstanding  the foregoing paragraph, the Company's obligations in
Sections  2.2,  2.5,  2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5,
and  8.6 shall survive until the Notes are no longer outstanding pursuant to the
last  paragraph  of  Section 2.8. After the Notes are no longer outstanding, the
Company's  obligations  in  Sections  7.7,  8.4,  8.5,  and  8.6  shall survive.

After  such  delivery  or  irrevocable  deposit,  the Trustee upon request shall
acknowledge  in  writing  the  discharge  of  the  Company's and the Guarantors'
obligations  under the Notes, the Guarantees and this Indenture except for those
surviving  obligations  specified  above.

SECTION  8.2.     Legal  Defeasance  and  Covenant Defeasance.
                  -------------------------------------------

     (a)  The  Company  may,  at  its option by Board Resolution of the Board of
Directors of the Company, at any time, elect to have either paragraph (b) or (c)
below  be  applied  to all outstanding Notes upon compliance with the conditions
set  forth  in  Section  8.3.

     (b)  Upon  the  Company's exercise under paragraph (a) hereof of the option
applicable  to this paragraph (b), the Company and the Guarantors shall, subject
to  the  satisfaction  of  the conditions set forth in Section 8.3, be deemed to
have  been  discharged  from  their  obligations with respect to all outstanding
Notes  on  the  date  the conditions set forth below are satisfied (hereinafter,
"Legal  Defeasance").  For this purpose, Legal Defeasance means that the Company
shall  be deemed to have paid and discharged the entire Indebtedness represented
by  the  outstanding Notes, which shall thereafter be deemed to be "outstanding"
only  for  the  purposes  of  Section  8.4 hereof and the other Sections of this
Indenture  referred  to in (i) through (iv) below, and to have satisfied all its
other  obligations  under  such  Notes  and  this Indenture (and the Trustee, on
demand  of  and  at the expense of the Company, shall execute proper instruments
acknowledging  the  same),  and  the  following  provisions  shall survive until
otherwise  terminated  or  discharged  hereunder:  (i)  the rights of Holders of
outstanding  Notes  to  receive solely from the trust fund described in Sections
8.3  and  8.4  hereof, and as more fully set forth in such Sections, payments in
respect of the principal of (and premium, if any, on) and interest on such Notes
when  such payments are due, (ii) the Company's obligations with respect to such
Notes  under  Article  II  and

                                       87
<PAGE>

Section  4.13 hereof, (iii) the rights, powers, trusts, duties and immunities of
the  Trustee hereunder and the Company's obligations in connection therewith and
(iv) this Article VIII. The Holders of the Notes and any amounts deposited under
Section  8.3  hereof  shall  cease  to  be subject to any obligations to, or the
rights  of,  any  holder of Senior Indebtedness or Guarantor Senior Indebtedness
under  Articles  X and XII or otherwise. Subject to compliance with this Article
VIII,  the  Company  may  exercise  its  option  under  this  paragraph  (b)
notwithstanding  the  prior  exercise  of its option under paragraph (c) hereof.

     (c)  Upon  the  Company's exercise under paragraph (a) hereof of the option
applicable  to this paragraph (c), the Company and the Guarantors shall, subject
to  the  satisfaction  of  the  conditions  set  forth in Section 8.3 hereof, be
released  from  their  obligations under the covenants contained in Sections 4.2
through  4.12  and Article V hereof with respect to the outstanding Notes on and
after  the  date  the  conditions  set  forth  below are satisfied (hereinafter,
"Covenant  Defeasance"),  and  the  Notes  shall  thereafter  be  deemed  not
"outstanding"  for the purposes of any direction, waiver, consent or declaration
or  act of Holders (and the consequences of any thereof) in connection with such
covenants,  but shall continue to be deemed "outstanding" for all other purposes
hereunder  (it  being understood that such Notes shall not be deemed outstanding
for  accounting  purposes)  and  Holders  of the Notes and any amounts deposited
under  Sections  8.3 and 8.4 hereof shall cease to be subject to any obligations
to,  or  the  rights  of,  any holder of Senior Indebtedness or Guarantor Senior
Indebtedness  under  Articles  X  and  XII  or otherwise. For this purpose, such
Covenant  Defeasance  means  that,  with  respect  to the outstanding Notes, the
Company  and  the Guarantors may omit to comply with and shall have no liability
in  respect of any term, condition or limitation set forth in any such covenant,
whether  directly  or indirectly, by reason of any reference elsewhere herein to
any  such  covenant  or  any reason of any reference in any such covenant to any
other  provision  herein  or  in  any other document and such omission to comply
shall  not  constitute  a Default or an Event of Default under Section 6.1(3) or
6.1(4)  hereof,  but, except as specified above, the remainder of this Indenture
and  such  Notes  and  the  Guarantees  shall  be  unaffected  thereby.

SECTION  8.3.     Conditions  to  Defeasance.
                  --------------------------

The  Company may exercise its Legal Defeasance option or its Covenant Defeasance
option  only  if:

     (1)  the  Company  irrevocably deposits with the Trustee, in trust, for the
benefit  of  the  holders  of  the  Notes  U.S.  Legal Tender, non-callable U.S.
Government  Obligations,  or  a  combination  thereof,  in  such  amounts  as

                                       88
<PAGE>

will  be  sufficient,  in  the  opinion  of  a  nationally  recognized  firm  of
independent  public  accountants  expressed  in  a written certification thereof
delivered to the Trustee, to pay the principal of, premium, if any, and interest
on  the  Notes  on  the  stated  date  for  payment thereof or on the applicable
redemption  date,  as  the  case  may  be;  provided that the Trustee shall have
received  an  irrevocable written order from the Company instructing the Trustee
to  apply  such  U.S.  Legal  Tender  or  the  proceeds  of such U.S. Government
Obligations  to  said  payments  with  respect  to  the  Notes;

     (2)  in the case of a Legal Defeasance, the Company shall have delivered to
the  Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that (i) the Company has received from, or there has been
published  by,  the Internal Revenue Service a ruling, or (ii) since the date of
this Indenture there has been a change in the applicable Federal income tax law,
in  either  case  to  the effect that, and based thereon such Opinion of Counsel
shall  confirm that, the Noteholders will not recognize income, gain or loss for
Federal  income  tax purposes as a result of such defeasance and will be subject
to  Federal  income  tax on the same amounts, in the same manner and at the same
times  as  would  have  been the case if such Legal Defeasance had not occurred;
provided,  however,  that  notwithstanding the foregoing, the Opinion of Counsel
required  by  this Section 8.3(2) with respect to a Legal Defeasance need not be
delivered if all Notes theretofore delivered to the Trustee for cancellation (x)
have  become due and payable, or (y) will become due and payable within one year
(whether  by  redemption  or  otherwise)  under arrangements satisfactory to the
Trustee  for  the giving of notice of redemption by the Trustee in the name, and
at  the  expense,  of  the  Company;

     (3)  in the case of a Covenant Defeasance, the Company shall have delivered
to  the Trustee an Opinion of Counsel in the United States reasonably acceptable
to  the  Trustee confirming that the Noteholders will not recognize income, gain
or  loss for Federal income tax purposes as a result of such Covenant Defeasance
and  will  be  subject  to  Federal  income tax on the same amounts, in the same
manner  and  at  the  same  times  as  would have been the case if such Covenant
Defeasance  had  not  occurred;

     (4) no Default or Event of Default shall have occurred and be continuing on
the  date of such deposit (other than a Default or Event of Default with respect
to  this  Indenture  resulting  from  the  incurrence  of Indebtedness, all or a
portion  of  which  will  be  used  to  defease the Notes concurrently with such
incurrence)  or

                                       89
<PAGE>

insofar  as  Sections 6.1(7) and 6.1(8) hereof are concerned, at any time in the
period  ending  on  the  91st  day  after  the  date  of  such  deposit;

     (5)  such  Legal  Defeasance  or  Covenant Defeasance shall not result in a
breach  or  violation  of,  or  constitute a default under this Indenture or any
other  material  agreement  or  instrument  to  which  the Company or any of its
Subsidiaries  is  a  party or by which the Company or any of its Subsidiaries is
bound;

     (6)  the  Company  shall  have  delivered  to  the  Trustee  an  Officers'
Certificate stating that the deposit was not made by the Company with the intent
of  preferring  the  Holders over any other creditors of the Company or with the
intent  of  defeating,  hindering, delaying or defrauding any other creditors of
the  Company  or  others;

     (7)  the  Company  delivers  to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and  discharge  of  the Notes and this Indenture as contemplated by this Article
VIII  have  been  complied  with;

     (8)  the  Company shall have delivered to the Trustee an Opinion of Counsel
to  the  effect  that  (A)  the trust funds will not be subject to any rights of
holders  of Indebtedness of the Company other than the Notes and (B) assuming no
intervening  bankruptcy  of the Company between the date of deposit and the 91st
day following the deposit and that no Holder is an insider of the Company, after
the  91st  day following the deposit, the trust funds will not be subject to the
effect  of  an  applicable bankruptcy insolvency, reorganization or similar laws
affecting  creditors'  rights  generally;  and

     (9) the Company delivers to the Trustee an Opinion of Counsel to the effect
that  the  trust resulting from the deposit does not constitute, or is qualified
as,  a  regulated  investment  company under the Investment Company Act of 1940.

Before or after a deposit, the Company may make arrangements satisfactory to the
Trustee  for the redemption of Notes at a future date in accordance with Article
III.

SECTION  8.4.     Application  of  Trust  Money.
                  -----------------------------

The  Trustee  or  Paying  Agent  shall  hold  in trust U.S. Legal Tender or U.S.
Government  Obligations  deposited  with  it  pursuant to this Article VIII, and
shall  apply  the  deposited

                                       90
<PAGE>

U.S.  Legal  Tender and the money from U.S. Government Obligations in accordance
with  this  Indenture  to  the  payment  of  principal  of, premium, if any, and
interest  on  the Notes. The Trustee shall be under no obligation to invest said
U.S. Legal Tender or U.S. Government Obligations except as it may agree with the
Company.

The  Company  shall  pay and indemnify the Trustee against any tax, fee or other
charge  imposed  on or assessed against the U.S. Legal Tender or U.S. Government
Obligations  deposited pursuant to Section 8.3 hereof or the principal, premium,
if any, and interest received in respect thereof other than any such tax, fee or
other  charge  which by law is for the account of the Holders of the outstanding
Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall
deliver  or  pay to the Company from time to time upon the Company's request any
U.S.  Legal  Tender  or  U.S.  Government  Obligations held by it as provided in
Section  8.3  hereof  which,  in  the opinion of a nationally recognized firm of
independent  public  accountants  expressed  in  a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required  to  be  deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION  8.5.     Repayment  to  Company.
                  ----------------------

Subject  to Article VIII, the Trustee and the Paying Agent shall promptly pay to
the  Company,  upon  request  any  excess  U.S.  Legal Tender or U.S. Government
Obligations  held  by  them at any time and thereupon shall be relieved from all
liability  with  respect  to  such U.S. Legal Tender. The Trustee and the Paying
Agent  shall  pay  to  the  Company  upon request any money held by them for the
payment  of principal or interest that remains unclaimed for two years; provided
that  the  Trustee  or  such  Paying  Agent,  before  being required to make any
payment,  may  at  the  expense  of  the Company cause to be published once in a
newspaper  of general circulation in the City of New York or mail to each Holder
entitled to such money notice that such money remains unclaimed and that after a
date  specified  therein  which  shall be at least 30 days from the date of such
publication  or  mailing any unclaimed balance of such money then remaining will
be repaid to the Company. After payment to the Company, Holders entitled to such
money  must  look  to  the  Company  for  payment as general creditors unless an
applicable  law  designates  another  Person.

SECTION  8.6.     Reinstatement.
                  -------------

If  the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government  Obligations  in  accordance with Article VIII by reason of any legal
proceeding

                                       91
<PAGE>

or  by  reason  of  any order or judgment of any court or governmental authority
enjoining,  restraining or otherwise prohibiting such application, the Company's
and  the  Guarantors'  obligations  under  this  Indenture and the Notes and the
Guarantees  shall  be  revived  and reinstated as though no deposit had occurred
pursuant  to  Article  VIII  until  such  time as the Trustee or Paying Agent is
permitted  to apply all such U.S. Legal Tender or U.S. Government Obligations in
accordance  with Article VIII; provided 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 from the U.S. Legal Tender or U.S. Government
Obligations  held  by  the  Trustee  or  Paying  Agent.


                                   ARTICLE IX

                                   AMENDMENTS


SECTION  9.1.     Without  Consent  of  Holders.
                  -----------------------------

The  Company, the Guarantors and the Trustee may amend this Indenture, the Notes
or  the  Guarantees  without  notice  to  or  consent  of  any  Noteholder:

     (1) to cure any ambiguity, omission, defect or inconsistency; provided that
such  amendment  does  not  in  the opinion of the Trustee, adversely affect the
rights  of  any  Holder  in  any  material  respect;

     (2)  to  comply  with  Article  V;

     (3)  to  provide  for  uncertificated  Notes  in addition to or in place of
certificated  Notes;

     (4)  to  comply  with  any  requirements  of  the  SEC  in  connection with
qualifying  or  maintaining  the  qualification of this Indenture under the TIA;

     (5)  to make any change that would provide any additional benefit or rights
to  the  Holders  or that does not adversely affect the rights of any Holder; or

     (6)  to  provide  for  the  issuance of the Exchange Notes, which will have
terms  substantially  identical  in  all  material respects to the Initial Notes
(except  that  the  transfer  restrictions  contained  in  the Initial Notes and
provisions  relating to an increase in interest rates in the event the Notes are
not  registered  under  the  Securities  Act  will be modified or eliminated, as
appropriate),  and  which  will be treated together with any

                                       92
<PAGE>

outstanding  Initial  Notes,  as  a  single  issue  of  securities;

provided,  however,  that the Company has delivered to the Trustee an Opinion of
Counsel  stating  that such amendment or supplement complies with the provisions
of  this  Section  9.1.

After  an amendment under this Section becomes effective, the Company shall mail
to  the  Holders a notice briefly describing such amendment. The failure to give
such  notice  to  all Holders, or any defect therein, shall not impair or affect
the  validity  of  any  amendment  under  this  Section.

SECTION  9.2.     With  Consent  of  Holders.
                  --------------------------

Subject  to  Section  6.7,  the Company and the Guarantors, when authorized by a
resolution of their respective Boards of Directors, and the Trustee may amend or
supplement  this Indenture, the Notes or the Guarantees with the written consent
of  the  Holders  of  a  majority  in principal amount of the outstanding Notes.
Subject  to  Section  6.7,  the Holders of a majority in principal amount of the
outstanding Notes may waive compliance by the Company with any provision of this
Indenture,  the  Notes  or  the  Guarantees. However, without the consent of the
Holder  of  each  Note affected, an amendment, supplement or waiver, including a
waiver  pursuant  to  Section  6.4,  may  not:

     (1)  change  the  maturity  of  the  principal  of  any  such  Note;

     (2)  reduce the amount of Notes whose Holders must consent to an amendment;

     (3)  reduce  the  rate of or change or have the effect of changing the time
for  payment  of  interest,  including  defaulted  interest,  on  any  Note;

     (4)  reduce  the  principal of or change or have the effect of changing the
Stated  Maturity  of  any  Note,  or  change  the date on which any Notes may be
subject  to  redemption  or  repurchase,  or reduce the redemption or repurchase
price  therefor;

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

     (6)  make an change in provisions of this Indenture protecting the right of
each Holder to receive payment of principal of, premium, if any, and interest on
such  Note  on  or  after  the due date thereof or to bring suit to enforce such
payment  or permitting holders of a majority in principal amount of the Notes to
waive  Defaults  or  Events of Default (other than Defaults or Events of Default
with respect to the payment of principal of, premium, if any, or interest on the
Notes);

     (7)  amend,  change or modify in any material respect the obligation of the
Company  to make and consummate a Change of Control Offer or make and consummate
a Net Proceeds Offer with respect to any Asset Sale that has been consummated or
modify  any  of  the  provisions  or  definitions  with  respect  thereto;

     (8) modify Articles X and XII or the definitions used in Articles X and XII
of  this  Indenture  to adversely affect the Holders in any material respect; or

     (9)  release  any Guarantor from any of its obligations under its Guarantee
or this Indenture otherwise than in accordance with the terms of this Indenture.

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

An  amendment  under this Section of Articles X and XII and the definitions used
therein  shall  not  be  effective  as  to  any holder of Senior Indebtedness or
Guarantor  Senior  Indebtedness  then  outstanding,  as  applicable, without the
written  consent  of  such  holder  (or  any  group  or  representative  thereof
authorized  to  give  a  consent).

After  an amendment under this Section becomes effective, the Company shall mail
to  Noteholders a notice briefly describing such amendment.  The failure to give
such  notice  to  all  Noteholders,  or  any defect therein, shall not impair or
affect  the  validity  of  an  amendment  under  this  Section.

     SECTION  9.3.     Compliance  With  Trust  Indenture  Act.
                       ---------------------------------------

Every amendment to this Indenture, the Notes or the Guarantees shall comply with
the  TIA,  as  amended  as  then  in  effect.

SECTION  9.4.     Revocation  and  Effect  of  Consents  and  Waivers
                                                              -------

A  consent  to  an  amendment  or  a waiver by a Holder of a Note shall bind the
Holder  and  every  subsequent  Holder  of that Note or portion of the Note that
evidences the same debt as the consenting Holder's Note, even if notation of the
consent  or  waiver  is  not  made  on  the  Note.   However, any such

                                       93
<PAGE>

Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Note  or  portion  of  the Note if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver  becomes  effective,  it  shall  bind every Noteholder, unless it makes a
change  described  in  any  of  clauses (1) through (9) of Section 9.2, in which
case,  the amendment or waiver shall bind only each Noteholder who has consented
to  it and every subsequent Holder of a Note or portion of a Note that evidences
the  same debt as the consenting Holder; provided that any such waiver shall not
impair  or  affect  the  right of any Holder to receive payment of principal of,
premium,  if  any,  and interest on a Note, on or after the respective due dates
expressed in such Note, or to bring suit for the enforcement of any such payment
on  or  after  such  respective  dates  without  the  consent  of  such  Holder.

The  Company  may,  but  shall  not  be  obligated to, fix a record date for the
purpose  of  determining  the Noteholders entitled to give their consent or take
any  other  action described above or required or permitted to be taken pursuant
to  this  Indenture.  If  a  record  date  is  fixed,  then  notwithstanding the
immediately  preceding  paragraph,  those  Persons  who were Noteholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled  to  give  such consent or to revoke any consent previously given or to
take  any  such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall become valid or effective more than 120
days  after  such  record  date.

SECTION  9.5.     Notation  on  or  Exchange  of  Notes.
                  -------------------------------------

If  an amendment changes the terms of a Note, the Trustee may require the Holder
of  the Note to deliver it to the Trustee.  The Trustee may place an appropriate
notation  on  the  Note regarding the changed terms and return it to the Holder.
Alternatively,  if  the  Company  or  the  Trustee so determines, the Company in
exchange  for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms.  Failure to make the appropriate notation or to
issue  a  new  Note  shall  not  affect  the  validity  of  such  amendment.

SECTION  9.6.     Trustee  To  Sign  Amendments.
                  -----------------------------

The  Trustee  shall sign any amendment authorized pursuant to this Article IX if
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  such  amendment  the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to Section 7.1) shall
be  fully  protected

                                       94
<PAGE>

in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such  amendment  is  authorized  or  permitted  by  this  Indenture.


                                    ARTICLE X

                                  SUBORDINATION


SECTION  10.1.     Agreement  To  Subordinate.
                   --------------------------

The  Company  agrees,  and  each Noteholder by accepting a Note agrees, that the
Indebtedness  evidenced by the Notes is subordinated in right of payment, to the
extent  and  in  the  manner provided in this Article X, to the prior payment in
cash  or  Cash Equivalents of all Senior Indebtedness and that the subordination
is  for  the  benefit  of and enforceable by the holders of Senior Indebtedness.
The  Notes  shall  in  all  respects  rank  pari  passu  with  all  other Senior
Subordinated  Indebtedness  of  the Company and only Indebtedness of the Company
which  is  Senior  Indebtedness will rank senior to the Notes in accordance with
the  provisions  set  forth  herein.  All  provisions of this Article X shall be
subject  to  Section  10.12.

SECTION  10.2.     Liquidation,  Dissolution,  Bankruptcy.
                   --------------------------------------

Upon  any  payment or distribution of the assets or securities of the Company to
creditors  upon  a total or partial liquidation or dissolution or reorganization
or  winding  up  of or similar proceeding of the Company or its property or in a
bankruptcy,  reorganization,  insolvency,  receivership  or  similar  proceeding
relating  to  the Company or its properties, or in an assignment for the benefit
of  creditors  or  any marshalling of the assets and liabilities of the Company,
whether  voluntary  or  involuntary:

     (1)  holders of Senior Indebtedness shall be entitled to receive payment in
full  in  cash or Cash Equivalents of all Senior Indebtedness before Noteholders
shall  be  entitled to receive any payment or distribution of any character; and

     (2) until all amounts owing with respect to the Senior Indebtedness is paid
in  full  in  cash  or  Cash  Equivalents,  any payment or distribution to which
Noteholders would be entitled but for this Article X shall be made to holders of
the  Senior  Indebtedness  as  their  interests  may  appear.

                                       95
<PAGE>


     SECTION  10.3.     Default  on  Senior  Indebtedness.
                        ---------------------------------

The  Company  may  not pay principal of, premium (if any) or interest on, or any
other  amount  in  respect of, the Notes or make any deposit pursuant to Article
VIII  and  may  not  otherwise  purchase,  redeem  or otherwise retire any Notes
(collectively,  "pay  the  Notes")  if  any  amount due in respect of any Senior
Indebtedness  (including,  without  limitation  any  amount  due  as a result of
acceleration  of the maturity thereof by reason of default or otherwise) has not
been  paid in full in cash or Cash Equivalents unless the default has been cured
or  waived  and  any  such  acceleration  has  been  rescinded  or  such  Senior
Indebtedness  has  been  paid  in full in cash or Cash Equivalents. However, the
Company may pay the Notes without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
the  holders  of  the  Senior  Indebtedness with respect to which the events set
forth  in  the  immediately preceding sentence have occurred and are continuing.

In addition, during the continuance of any default (other than a payment default
described  in  the  first  sentence of the immediately preceding paragraph) with
respect  to  any  Designated  Senior Indebtedness pursuant to which the maturity
thereof  may  be  accelerated  immediately  without  further notice (except such
notice  as may be required to effect such acceleration) or the expiration of any
applicable  grace  periods,  the  Company  may not pay the Notes for a period (a
"Payment  Blockage  Period")  commencing upon the receipt by the Trustee (with a
copy  to  the  Company)  of written notice (a "Blockage Notice") of such default
from  the  Representative  of the holders of such Designated Senior Indebtedness
specifying  an  election to effect a Payment Blockage Period and ending 179 days
thereafter  (or  earlier  if  such  Payment Blockage Period is terminated (i) by
written  notice  to  the  Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) because the default giving rise to such Blockage
Notice  and  all  other  defaults  with  respect  to  such  Designated  Senior
Indebtedness  shall  have  been  cured  or  shall  have ceased to exist or (iii)
because  such  Designated Senior Indebtedness has been repaid in full in cash or
Cash  Equivalents).

Notwithstanding the provisions described in the immediately preceding paragraph,
unless  any  payment  default  described  in  the  first  sentence of the second
immediately preceding paragraph has occurred and is then continuing, the Company
may  resume payments on the Notes after the end of such Payment Blockage Period,
including  any  missed payments.  Not more than one Blockage Notice may be given
in  any  consecutive 360-day period, irrespective of the number of defaults with
respect  to  Designated Senior Indebtedness during such period.  However, if any
Blockage  Notice  within  such  360-day  period  is

                                       96
<PAGE>

given  by  or  on  behalf of any holders of Designated Senior Indebtedness other
than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may
give  another  Blockage Notice within such period. In no event, however, may the
total  number  of days during which any Payment Blockage Period or Periods is in
effect  exceed  179 days in the aggregate during any 360 consecutive day period.

SECTION  10.4.     Acceleration  of  Payment  of  Notes.
                   ------------------------------------

If  payment  of  the  Notes  is  accelerated because of an Event of Default, the
Company  or  the  Trustee  shall  promptly  notify the holders of the Designated
Senior  Indebtedness  or  the Representative of such holders of the acceleration
and,  if  such notice is provided by the Company, provide copies of such notices
to  the  Trustee.

SECTION  10.5.     When  Distribution  Must  Be  Paid  Over.
                   ----------------------------------------

If  a payment or distribution is made to Noteholders by the Company that because
of this Article X should not have been made to them, the Noteholders who receive
the  distribution  shall hold it in trust for holders of Senior Indebtedness and
promptly  pay  it  over  to  them  as  their  respective  interests  may appear.

SECTION  10.6.     Subrogation.
                   -----------

After  all  Senior  Indebtedness is paid in full in cash or Cash Equivalents and
until  the Notes are paid in full, Noteholders shall be subrogated to the rights
of  holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness.  A  distribution  made  under  this Article X to holders of Senior
Indebtedness  which  otherwise  would  have  been made to Noteholders is not, as
between  the  Company  and  Noteholders,  a  payment  by  the  Company of Senior
Indebtedness.

SECTION  10.7.     Relative  Rights.
                   ----------------

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

     (1)  impair,  as between the Company and Noteholders, the obligation of the
Company,  which  is absolute and unconditional, to pay principal of and interest
on  the  Notes  in  accordance  with  their  terms;  or

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

                                       97
<PAGE>

SECTION  10.8.     Subordination  May  Not  Be Impaired  by  Company.
                                               ---------------------

No  right  of  any holder of Senior Indebtedness to enforce the subordination of
the  Indebtedness evidenced by the Notes shall be impaired by any act or failure
to  act  by  the  Company or by any act or failure to act, in good faith, by any
such  holder  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  in  any  way  limiting  the  generality of the foregoing paragraph, the
holders  of  Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee, without incurring responsibility to the
Trustee  or  the  Holders  of  the  Notes and without impairing or releasing the
subordination  provided  in  this  Article X or the obligations hereunder of the
Holders  of  the  Notes to the holders of the Senior Indebtedness, do any one or
more  of  the  following:  (i)  change  the manner, place or terms of payment or
extend  the  time  of  payment  of,  or  renew or alter, Senior Indebtedness, or
otherwise  amend  or  supplement  in  any  manner  Senior  Indebtedness,  or any
instrument  evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged,  mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person  liable  in  any  manner  for  the  payment  or  collection  of  Senior
Indebtedness;  and  (iv)  exercise or refrain from exercising any rights against
the  Company  and  any  other  Person.

SECTION  10.9.     Rights  of  Trustee  and  Paying  Agent.
                   ---------------------------------------

Notwithstanding  Section  10.3, the Trustee or Paying Agent may continue to make
payments  on  the Notes and shall not be charged with knowledge of the existence
of  facts  that  would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of the
Trustee  receives  written  notice  satisfactory to it specifically stating that
payments  may  not  be made under this Article X.  The Company, the Registrar or
co-registrar,  the  Paying  Agent,  a  Representative  or  a  holder  of  Senior
Indebtedness  may  give  the  notice.

The Trustee in its individual or any other capacity may hold Senior Indebtedness
with  the  same  rights it would have if it were not Trustee.  The Registrar and
co-registrar and the Paying Agent may do the same with like rights.  The Trustee
shall  be entitled to all the rights set forth in this Article X with respect to
any  Senior Indebtedness which may at any time be held by it, to the same extent
as  any  other  holder  of Senior Indebtedness; and nothing in Article VII shall
deprive  the  Trustee  of  any  of  its  rights as such holder.

                                       98
<PAGE>

Nothing  in this Article X shall apply to claims of, or payments to, the Trustee
under  or  pursuant  to  Section  7.7.

SECTION  10.10.     Distribution  or  Notice  to  Representative.
                                                  ---------------

Whenever  a  distribution  is  to be made or a notice given to holders of Senior
Indebtedness,  the  distribution  may  be  made  and  the  notice given to their
Representative  (if  any).

SECTION  10.11.     Article X Not To Prevent Events of
                    Default or Limit Right to Accelerate.
                    ------------------------------------

The failure to make a payment in respect of the Notes by reason of any provision
in  this  Article  X  shall  not  be construed as preventing the occurrence of a
Default  or Event of Default.  Nothing in this Article X shall have an effect on
the  right  of  the Noteholders or the Trustee to accelerate the maturity of the
Notes  or  to  pursue  any rights or remedies hereunder or under applicable law,
subject  to  the rights under this Article X of the holders from time to time of
Senior  Indebtedness.

SECTION  10.12.     Trust  Moneys  Not  Subordinated.
                    --------------------------------

Notwithstanding  anything  contained  herein  to  the contrary, payments of U.S.
Legal  Tender or the proceeds of U.S. Government Obligations held in trust under
Article  VIII by the Trustee for the payment of principal of and interest on the
Notes  shall not be subordinated to the prior payment of any Senior Indebtedness
or  subject  to  the  restrictions  set forth in this Article X, and none of the
Noteholders  shall  be obligated to pay over any such amount to the Company, any
holder  of  Senior  Indebtedness  of  the  Company  or any other creditor of the
Company.

SECTION  10.13.     Trustee  Entitled  To  Rely.
                    ---------------------------

Upon any payment or distribution pursuant to this Article X, the Trustee and the
Noteholders shall be entitled to rely (i) upon any order or decree of a court of
competent  jurisdiction  in  which  any proceedings of the nature referred to in
Section  10.2 are pending, (ii) upon a certificate of the liquidating trustee or
agent  or  other Person making such payment or distribution to the Trustee or to
the  Noteholders  or  (iii)  upon  the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to participate
in  such  payment  or distribution, the holders of Senior Indebtedness 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. In the event that the Trustee determines, in good faith, that
evidence  is  required

                                       99
<PAGE>

with  respect  to  the right of any person as a holder of Senior Indebtedness to
participate  in  any  payment  or  distribution  pursuant to this Article X, the
Trustee  may  request  such  Person  to  furnish  evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person,  the  extent  to  which  such  Person is entitled to participate in such
payment  or  distribution and other facts pertinent to the rights of such Person
under  this  Article  X, and, if such evidence is not furnished, the Trustee may
defer  any payment to such Person pending judicial determination as to the right
of  such  Person to receive such payment. The provisions of Sections 7.1 and 7.2
shall  be  applicable  to  all  actions  or  omissions of actions by the Trustee
pursuant  to  this  Article  X.

SECTION  10.14.     Trustee  To  Effectuate  Subordination.
                    --------------------------------------

Each  Noteholder  by  accepting a Note authorizes and directs the Trustee on his
behalf  to take such action as may be necessary or appropriate to acknowledge or
effectuate  the  subordination between the Noteholders and the holders of Senior
Indebtedness  as  provided  in  this  Article  X  and  appoints  the  Trustee as
attorney-in-fact  for  any  and  all  such  purposes.

SECTION  10.15.     Trustee  Not  Fiduciary  for Holders of Senior Indebtedness.
                                                            --------------------

The  Trustee  shall  not  be  deemed to owe any fiduciary duty to the holders of
Senior  Indebtedness  and  shall  not  be liable to any such holders if it shall
mistakenly  pay  over  or  distribute to Noteholders or the Company or any other
Person,  money  or  assets  to which any holders of Senior Indebtedness shall be
entitled  by  virtue  of this Article X or otherwise; provided that such amounts
shall  be  paid  over  by  such  Noteholders  as  provided  herein.

                                      100
<PAGE>

SECTION  10.16.     Reliance  by Holders of Senior Indebtedness on Subordination
Provisions.
 ----------

Each  Noteholder  by accepting a Note acknowledges and agrees that the foregoing
subordination  provisions  are,  and  are  intended  to  be, an inducement and a
consideration  to  each  holder  of any Senior Indebtedness, whether such Senior
Indebtedness  was created or acquired before or after the issuance of the Notes,
to  acquire  and  continue  to  hold,  or  to  continue  to  hold,  such  Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to  have  relied on such subordination provisions in acquiring and continuing to
hold,  or  in  continuing  to  hold,  such  Senior  Indebtedness.

                                   ARTICLE XI

                                    GUARANTEE


SECTION  11.1.     Unconditional  Guarantee.
                   ------------------------

Each  Guarantor  hereby  unconditionally,  jointly  and  severally,  guarantees,
subject  to Article XII, to each Holder of a Note authenticated and delivered by
the  Trustee  and  to  the Trustee and its successors and assigns, that: (i) the
principal  of  and interest on the Notes will be promptly paid in full when due,
subject  to  an applicable grace period, whether at maturity, by acceleration or
otherwise  and  interest  on  the overdue principal, if any, and interest on any
interest,  to  the  extent lawful, of the Notes and all other obligations of the
Company  to  the Holders or the Trustee hereunder or thereunder will be promptly
paid  in full or performed, all in accordance with the terms hereof and thereof;
and  (ii) in case of any extension of time of payment or renewal of any Notes or
of  any  such other obligations, the same will be promptly paid in full when due
or  performed  in accordance with the terms of the extension or renewal, subject
to  any  applicable grace period, whether at stated maturity, by acceleration or
otherwise,  subject,  however, in the case of clauses (i) and (ii) above, to the
limitations  set  forth  in Section 11.5.  Each Guarantor hereby agrees that its
obligations  hereunder  shall  be  unconditional,  irrespective of the validity,
regularity  or enforceability of the Notes or this Indenture, the absence of any
action  to  enforce  the  same, any waiver or consent by any Holder of the Notes
with  respect  to any provisions hereof or thereof, the recovery of any judgment
against  the  Company,  any action to enforce the same or any other circumstance
which  might otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each  Guarantor  hereby  waives  diligence,  presentment,  demand of
payment,  filing of claims with a court in the event of

                                      101
<PAGE>

insolvency or bankruptcy of the Company, any right to require a proceeding first
against  the  Company,  protest, notice and any demands whatsoever and covenants
that this Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes, this Indenture and in this Guarantee. If any
Holder  or  the  Trustee  is required by any court or otherwise to return to the
Company,  any  Guarantor, or any custodian, trustee, liquidator or other similar
official  acting in relation to the Company or any Guarantor, any amount paid by
the  Company  or any Guarantor to the Trustee or such Holder, this Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and effect.
Each  Guarantor further agrees that, as between each Guarantor, on the one hand,
and  the  Holders  and  the  Trustee, on the other hand, (x) the maturity of the
obligations  guaranteed  hereby may be accelerated as provided in Article VI for
the  purposes  of  this Guarantee, notwithstanding any stay, injunction or other
prohibition  preventing  such  acceleration  in  respect  of  the  obligations
guaranteed  hereby, and (y) in the event of any acceleration of such obligations
as  provided  in  Article  VI, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.

SECTION  11.2.     Subordination  of  Guarantee.
                   ----------------------------

The  obligations  of  each  Guarantor to the Holders of Notes and to the Trustee
pursuant  to  the  Guarantee  and  this  Indenture are expressly subordinate and
subject in right of payment to the prior payment in full of all Guarantor Senior
Indebtedness  of  such  Guarantor,  to  the extent and in the manner provided in
Article  XII.

SECTION  11.3.     Severability.
                   ------------

In  case  any  provision  of  this  Guarantee  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  11.4.     Release  of  a  Guarantor.
                   -------------------------

If  no  Default has occurred or is continuing or would arise therefrom, upon the
sale  or disposition of all of the Capital Stock, or all or substantially all of
the  assets, of a Guarantor to an entity which is not a Restricted Subsidiary of
the  Company  and  which sale or disposition is otherwise in compliance with the
terms  of  this  Indenture,  such  Guarantor  shall  be deemed released from all
obligations  under  this  Article  XI without any further action required on the
part  of the Trustee or any Holder; provided, however, that any such termination
shall  occur only to the extent that all obligations of such Guarantor under the
New  Credit  Facility

                                      102
<PAGE>

and  all  of  its guarantees of, and under all of its pledges of assets or other
security  interests  which  secure,  Indebtedness  of  the  Company  shall  also
terminate  upon  such  release,  sale  or  transfer.

The  Trustee  shall  execute  an appropriate instrument delivered by the Company
evidencing  such release or a release pursuant to Section 4.11 upon receipt of a
request  by  the  Company accompanied by an Officers' Certificate and Opinion of
Counsel  certifying  as to the compliance with this Section 11.4.  Any Guarantor
not  so released remains liable for the full amount of principal of and interest
on  the  Notes  as  provided  in  this  Article  XI.

SECTION  11.5.     Limitation  of  Guarantor's  Liability.
                   --------------------------------------

Each  Guarantor and by its acceptance hereof each Holder hereby confirms that it
is  the  intention  of  all  such  parties  that the guarantee by such Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes  of  the  Bankruptcy  Law,  the  Uniform Fraudulent Conveyance Act, the
Uniform  Fraudulent  Transfer  Act  or  any  similar  Federal  or state law.  To
effectuate  the  foregoing  intention,  the  Holders  and  such Guarantor hereby
irrevocably  agree  that  the  obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent  and  fixed liabilities of such Guarantor (including, but not limited
to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect
to  any collections from or payments made by or on behalf of any other Guarantor
in  respect  of  the  obligations of such other Guarantor under its Guarantee or
pursuant  to Section 11.6, result in the obligations of such Guarantor under the
Guarantee  not  constituting  such  fraudulent  transfer  or  conveyance.

SECTION  11.6.     Contribution.
                   ------------

In  order  to  provide for just and equitable contribution among the Guarantors,
the Guarantors agree, inter se, that in the event any payment or distribution is
made  by any Guarantor (a "Funding Guarantor") under the Guarantee, such Funding
Guarantor shall be entitled to a contribution from all other Guarantors in a pro
rata  amount  based on the Adjusted Net Assets (defined below) of each Guarantor
(including  the  Funding  Guarantor)  for  all  payments,  damages  and expenses
incurred by that Funding Guarantor in discharging the Company's obligations with
respect  to  the  Notes or any other Guarantor's obligations with respect to the
Guarantee.  "Adjusted  Net  Assets" of such Guarantor at any date shall mean the
lesser  of  the  amount  by  which  (x)  the  fair value of the property of such
Guarantor exceeds the total amount of liabilities, including without limitation,
contingent

                                      103
<PAGE>

liabilities  (after  giving effect to all other fixed and contingent liabilities
incurred  or assumed on such date and after giving effect to any collection from
any Subsidiary of such Guarantor in respect of the obligation of such Subsidiary
under  the  Guarantee),  but  excluding liabilities under the Guarantee, of such
Guarantor  at such date and (y) the present fair saleable value of the assets of
such  Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts including, without limitation,
Guarantor  Senior  Indebtedness  (after  giving  effect  to  all other fixed and
contingent  liabilities incurred or assumed on such date and after giving effect
to  any  collection  from  any  Subsidiary  of  such Guarantor in respect of the
obligations  of  such Subsidiary under the Guarantee), excluding debt in respect
of  the  Guarantee  of  such  Guarantor,  as  they  become absolute and matured.

SECTION  11.7.     Waiver  of  Subrogation.
                   -----------------------

Until  all Obligations are paid in full each Guarantor hereby irrevocably waives
any  claim  or  other  rights  which it may now or hereafter acquire against the
Company  that  arise  from the existence, payment, performance or enforcement of
such Guarantor's obligations under the Guarantees and this Indenture, including,
without  limitation,  any  right  of  subrogation,  reimbursement,  exoneration,
indemnification,  and  any  right  to  participate in any claim or remedy of any
Holder  of Notes against the Company, whether or not such claim, remedy or right
arises  in  equity, or under contract, statute or common law, including, without
limitation,  the  right  to  take  or  receive  from  the  Company,  directly or
indirectly,  in  cash  or  other  property or by set-off or in any other manner,
payment  or  security  on  account of such claim or other rights.  If any amount
shall  be  paid  to any Guarantor in violation of the preceding sentence and the
Notes  shall  not  have been paid in full, such amount shall have been deemed to
have  been  paid to such Guarantor for the benefit of, and held in trust for the
benefit  of,  the  Holders of the Notes, and shall, subject to the provisions of
Section  11.2,  Article  X and Article XII, forthwith be paid to the Trustee for
the  benefit  of such Holders to be credited and applied upon the Notes, whether
matured  or  unmatured,  in  accordance  with  terms  of  this  Indenture.  Each
Guarantor  acknowledges  that  it will receive direct and indirect benefits from
the  financing  arrangements  contemplated by this Indenture and that the waiver
set  forth  in  this  Section  11.8  is  knowingly made in contemplation of such
benefits.

SECTION  11.8.     Execution  of  Guarantee.
                   ------------------------

To  evidence  their  guarantee to the Noteholders specified in Section 11.1, the
Guarantors  hereby  agree  to execute the Guarantee in substantially the form of
Exhibit  E,

                                      104
<PAGE>

which  shall  be endorsed on each Note ordered to be authenticated and delivered
by  the  Trustee.  Each  Guarantor hereby agrees that its Guarantee set forth in
Section  11.1  shall remain in full force and effect notwithstanding any failure
to  endorse on each Note a notation of such Guarantee. Each such Guarantee shall
be  signed  on  behalf  of  each Guarantor by two Officers, or an Officer and an
Assistant  Secretary  or  one Officer shall sign and one Officer or an Assistant
Secretary  (each  of  whom shall, in each case, have been duly authorized by all
requisite  corporate  actions)  shall  attest  to  such  Guarantee  prior to the
authentication  of  the  Note  on which it is endorsed, and the delivery of such
Note  by  the  Trustee,  after  the  authentication  thereof  hereunder,  shall
constitute  due  delivery  of  such  Guarantee on behalf of such Guarantor. Such
signatures  upon  the  Guarantee may be by manual or facsimile signature of such
officers  and  may be imprinted or otherwise reproduced on the Guarantee, and in
case any such officer who shall have signed the Guarantee shall cease to be such
officer  before  the  Note  on  which such Guarantee is endorsed shall have been
authenticated  and  delivered by the Trustee or disposed of by the Company, such
Note  nevertheless  may  be authenticated and delivered or disposed of as though
the  person  who  signed  the Guarantee had not ceased to be such officer of the
Guarantor.

                                   ARTICLE XII

                           SUBORDINATION OF GUARANTEES


     SECTION  12.1.     Agreement  To  Subordinate.
                        --------------------------

Each  Guarantor agrees, and each Noteholder by accepting a Note agrees, that the
Indebtedness  and other obligations evidenced by the Guarantees are subordinated
in  right  of  payment, to the extent and in the manner provided in this Article
XII,  to  the  prior payment in cash or Cash Equivalents of all Guarantor Senior
Indebtedness and that the subordination is for the benefit of and enforceable by
the  holders  of  such  Guarantor  Senior  Indebtedness.  The  Guarantee of each
Guarantor  shall  in  all  respects  rank  pari  passu  with  all  other  Senior
Subordinated  Indebtedness  of  such  Guarantor  and  only  Indebtedness of each
Guarantor  which  is  Guarantor  Senior  Indebtedness  shall  rank senior to the
Guarantee  of such Guarantor in accordance with the provisions set forth herein.
All  provisions  of  this  Article  XII  shall  be  subject  to  Section  12.11.

SECTION  12.2.     Liquidation,  Dissolution,  Bankruptcy.
                   --------------------------------------

Upon any payment or distribution of the assets or securities of any Guarantor to
creditors upon a total or partial liquidation or a dissolution or reorganization
or

                                      105
<PAGE>

winding  up  of  or similar proceeding of such Guarantor or its property or in a
bankruptcy,  reorganization,  insolvency,  receivership  or  similar  proceeding
relating  to  such  Guarantor  or  its  properties,  or in an assignment for the
benefit  of  creditors  or any marshalling of the assets and liabilities of such
Guarantor,  whether  voluntary  or  involuntary:

     (a)  holders  of  Guarantor  Senior Indebtedness of such Guarantor shall be
entitled  to  receive  payment  in  full  in  cash  or  Cash Equivalents of such
Guarantor  Senior  Indebtedness  before Holders shall be entitled to receive any
payment  or  distribution  of  any  character  pursuant  to  its  Guarantee; and

     (b)  until  all  amounts  owing  with  respect  to  the  Guarantor  Senior
Indebtedness  of  such Guarantor is paid in full in cash or Cash Equivalents any
payment  or  distribution  to  which  Noteholders  would  be  entitled from such
Guarantor  but for this Article XII shall be made to holders of Guarantor Senior
Indebtedness  of  such  Guarantor  as  their  interests  may  appear.

SECTION  12.3.     Default  on  Guarantor  Senior  Indebtedness.
                                                   -------------

A  Guarantor  may  not pay principal of, premium (if any) or interest on, or any
other  amount  in  respect  of,  the Notes pursuant to its Guarantee or make any
deposit  pursuant  to  Article  VIII  and  may not otherwise purchase, redeem or
otherwise  retire any Notes or make any payments with respect to any obligations
on the Guarantee of such Guarantor (collectively, "pay the Notes") if any amount
due  in  respect  of  any  Guarantor  Senior  Indebtedness  of  such  Guarantor
(including, without limitation any amount due as a result of acceleration of the
maturity thereof by reason of default or otherwise) has not been paid in full in
cash  or  Cash  Equivalents  unless the default has been cured or waived and any
such  acceleration  has been rescinded or such Guarantor Senior Indebtedness has
been  paid in full in cash or Cash Equivalents.  However, such Guarantor may pay
the  Notes  without  regard  to  the foregoing if such Guarantor and the Trustee
receive  written  notice  approving  such payment from the Representative of the
holders  of  the  Guarantor Senior Indebtedness with respect to which the events
set  forth  in  the  immediately  preceding  sentence  have  occurred  and  are
continuing.

In addition, during the continuance of any default (other than a payment default
described  in  the  first  sentence of the immediately preceding paragraph) with
respect  to  any  Designated Guarantor Senior Indebtedness pursuant to which the
maturity  thereof  may be accelerated immediately without further notice (except
such  notice  as  may  be  required  to

                                      106
<PAGE>

effect  such  acceleration)  or  the expiration of any applicable grace periods,
such Guarantor may not pay the Notes for a period (a "Guarantor Payment Blockage
Period")  commencing  upon  the  receipt  by  the  Trustee  (with a copy to such
Guarantor)  of  written  notice  (a "Guarantor Blockage Notice") of such default
from  the  Representative  of  the  holders  of such Designated Guarantor Senior
Indebtedness  specifying  an  election  to  effect  a Guarantor Payment Blockage
Period  and  ending  179  days  thereafter (or earlier if such Guarantor Payment
Blockage  Period  is  terminated  (i)  by written notice to the Trustee and such
Guarantor  from  the  Person or Persons who gave such Guarantor Blockage Notice,
(ii)  because  the default giving rise to such Guarantor Blockage Notice and all
other  defaults  with  respect  to such Designated Guarantor Senior Indebtedness
shall  have  been  cured  or  shall  have  ceased to exist or (iii) because such
Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash
Equivalents).

Notwithstanding the provisions described in the immediately preceding paragraph,
unless  any  payment  default  described  in  the  first  sentence of the second
immediately  preceding  paragraph  has  occurred  and  is  then continuing, such
Guarantor  may  resume  payments  on  the  Notes after the end of such Guarantor
Payment  Blockage  Period,  including  any  missed  payments.  Not more than one
Guarantor  Blockage  Notice  may  be  given  in  any consecutive 360-day period,
irrespective  of  the  number  of  defaults with respect to Designated Guarantor
Senior  Indebtedness  during  such  period.  However,  if any Guarantor Blockage
Notice  within  such  360-day  period is given by or on behalf of any holders of
Designated  Guarantor  Senior  Indebtedness  other than the Bank Indebtedness, a
Representative  of  holders  of  Bank  Indebtedness  may  give another Guarantor
Blockage  Notice  within such period. In no event, however, may the total number
of  days  during  which  any  Guarantor Payment Blockage Period or Periods is in
effect  exceed  179 days in the aggregate during any 360 consecutive day period.

     SECTION  12.4.     When  Distribution  Must  Be  Paid  Over.
                        ----------------------------------------

If  a payment or distribution is made to Noteholders by a Guarantor that because
of  this  Article  XII  should  not  have been made to them, the Noteholders who
receive  the  payment  or  distribution  shall  hold  it in trust for holders of
Guarantor  Senior  Indebtedness  and  pay  it  over  to them as their respective
interests  may  appear.

SECTION  12.5.     Subrogation.
                   -----------

After  all  Guarantor  Senior  Indebtedness  is  paid  in  full  in cash or Cash
Equivalents  and  until  the  Notes  are  paid  in  full,  Noteholders  shall be
subrogated  to the rights of holders of Guarantor Senior Indebtedness to receive

                                      107
<PAGE>

distributions  applicable to Guarantor Senior Indebtedness.  A distribution made
under  this  Article  XII  to  holders  of  Guarantor  Senior Indebtedness which
otherwise  would have been made to Noteholders is not, as between the Guarantors
and  the  Noteholders,  a  payment  by  the  Guarantors  of  Guarantor  Senior
Indebtedness.

SECTION  12.6.     Relative  Rights.
                   ----------------

This  Article  XII  defines  the  relative  rights of Noteholders and holders of
Guarantor  Senior  Indebtedness.  Nothing  in  this  indenture  shall:

     (a)  impair,  as between each Guarantor and the Noteholders, the obligation
of  each Guarantor, which is absolute and unconditional, to pay principal of and
interest  on  the  Notes  in  accordance  with  the  terms  of the Notes and the
Guarantees;  or

     (b)  prevent  the  Trustee  or any Noteholder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders of
Guarantor  Senior  Indebtedness  to  receive  distributions otherwise payable to
Noteholders.

SECTION  12.7.     Subordination  May  Not  Be  Impaired  by  the  Guarantors.
                   ----------------------------------------------------------

No  right  of  any  holder  of  Guarantor  Senior  Indebtedness  to  enforce the
subordination  of  the  Indebtedness  and  other  obligations  evidenced  by the
Guarantees shall be impaired by any act or failure to act by any Guarantor or by
any  act  or failure to act, in good faith, by any such holder or by the failure
of  any  Guarantor  to  comply  with  this Indenture regardless of any knowledge
thereof  which  any  such  holder  may  have  or  otherwise  be  charged  with.

Without  in  any  way  limiting  the  generality of the foregoing paragraph, the
holders of Guarantor Senior Indebtedness may, at any time and from time to time,
without  the  consent  of  or  notice  to  the  Trustee,  without  incurring
responsibility  to the Trustee or the Holders of the Notes and without impairing
or  releasing  the subordination provided in this Article XII or the obligations
hereunder  of  the  Holders  of the Notes to the holders of the Guarantor Senior
Indebtedness,  do any one or more of the following: (i) change the manner, place
or  terms  of  payment  or  extend  the  time  of payment of, or renew or alter,
Guarantor  Senior  Indebtedness,  or otherwise amend or supplement in any manner
Guarantor  Senior  Indebtedness,  or  any  instrument evidencing the same or any
agreement  under  which Guarantor Senior Indebtedness is outstanding; (ii) sell,
exchange,  release  or  otherwise  deal  with any property pledged, mortgaged or
otherwise  securing

                                      108
<PAGE>

Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for
the payment or collection of Guarantor Senior Indebtedness; and (iv) exercise or
refrain  from  exercising  any  rights against the Company and any other Person.

     SECTION  12.8.     Rights  of  Trustee  and  Paying  Agent.
                        ---------------------------------------

Notwithstanding  Section  12.3, the Trustee or Paying Agent may continue to make
payments  on  the Notes and shall not be charged with knowledge of the existence
of  facts  that  would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of the
Trustee  receives  written  notice  satisfactory to it specifically stating that
payments  may  not be made under this Article XII. Each Guarantor, the Registrar
or  co-registrar,  the  Paying  Agent, a Representative or a holder of Guarantor
Senior  Indebtedness  may  give  the  notice.

The  Trustee  in  its individual or any other capacity may hold Guarantor Senior
Indebtedness  with  the  same  rights it would have if it were not Trustee.  The
Registrar  and  co-registrar  and  the  Paying  Agent  may do the same with like
rights.  The  Trustee  shall  be  entitled  to  all the rights set forth in this
Article  XII  with respect to any Guarantor Senior Indebtedness which may at any
time  be  held by it, to the same extent as any other holder of Guarantor Senior
Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its
rights as such holder.  Nothing in this Article XII shall apply to claims of, or
payments  to,  the  Trustee  under  or  pursuant  to  Section  7.7.

SECTION  12.9.     Distribution  or  Notice  to  Representative.
                                                 ---------------

Whenever a payment or distribution is to be made or a notice given to holders of
Guarantor  Senior  Indebtedness, the payment or distribution may be made and the
notice  given  to  their  Representative  (if  any).

SECTION  12.10.     Article  XII Not To Prevent Events of
                    Default or Limit Right to  Accelerate.
                    -------------------------------------

The  failure  to  make  a  payment in respect of the Notes and the Guarantees by
reason of any provision in this Article XII shall not be construed as preventing
the  occurrence  of  a Default or Event of Default.  Nothing in this Article XII
shall  have  any  effect  on  the  right  of  the  Noteholders or the Trustee to
accelerate  the  maturity of the Notes or the Guarantees or to pursue any rights
or  remedies hereunder or under applicable law, subject to the rights under this
Article  XII  of the holders from time to time of Guarantor Senior Indebtedness

                                      109
<PAGE>

SECTION  12.11.     Trust  Moneys  Not  Subordinated.
                    --------------------------------

Notwithstanding  anything  contained  herein  to  the contrary, payments of U.S.
Legal  Tender or the proceeds of U.S. Government Obligations held in trust under
Article  VIII by the Trustee for the payment of principal of and interest on the
Notes  shall  not  be  subordinated to the prior payment of any Guarantor Senior
Indebtedness  or  subject to the restrictions set forth in this Article XII, and
none  of  the  Noteholders shall be obligated to pay over any such amount to any
Guarantor,  any holder of Guarantor Senior Indebtedness or any other creditor of
the  Guarantors.

SECTION  12.12.     Trustee  Entitled  To  Rely.
                    ---------------------------

Upon  any  payment or distribution pursuant to this Article XII, the Trustee and
the  Noteholders  shall  be  entitled  to rely (i) upon any order or decree of a
court  of competent jurisdiction in which any proceedings of the nature referred
to  in  Section  12.2  are  pending,  (ii) upon a certificate of the liquidating
trustee  or  agent  or  other  Person making such payment or distribution to the
Trustee  or to the Noteholders or (iii) upon the Representatives for the holders
of  Guarantor  Senior  Indebtedness  for the purpose of ascertaining the Persons
entitled  to  participate  in  such  payment  or  distribution,  the  holders of
Guarantor  Senior  Indebtedness  and  other  Indebtedness of each Guarantor, the
amount  thereof  or  payable  thereon, the amount or amounts paid or distributed
thereon  and  all  other  facts pertinent thereto or to this Article XII. In the
event that the Trustee determines, in good faith, that evidence is required with
respect  to the right of any Person as a holder of Guarantor Senior Indebtedness
to  participate in any payment or distribution pursuant to this Article XII, the
Trustee  may  request  such  Person  to  furnish  evidence  to  the  reasonable
satisfaction  of  the  Trustee as to the amount of Guarantor Senior Indebtedness
held  by such Person, the extent to which such Person is entitled to participate
in  such payment or distribution and other facts pertinent to the rights of such
Person  under  this  Article  XII,  and,  if such evidence is not furnished, the
Trustee  may  defer any payment to such Person pending judicial determination as
to  the right of such Person to receive such payment. The provisions of Sections
7.1  and  7.2  shall be applicable to all actions or omissions of actions by the
Trustee  pursuant  to  this  Article  XII.

SECTION  12.13.     Trustee  To  Effectuate  Subordination.
                    --------------------------------------

Each  Noteholder  by  accepting a Note authorizes and directs the Trustee on his
behalf  to take such action as may be necessary or appropriate to acknowledge or
effectuate  the  subordination  between  the  Noteholders  and  the  holders  of

                                      110
<PAGE>

Guarantor  Senior  Indebtedness as provided in this Article XII and appoints the
Trustee  as  attorney-in-fact  for  any  and  all  such  purposes.

SECTION  12.14.     Trustee  Not  Fiduciary  for  Holders
                    of  Guarantor  Senior Indebtedness.
                    ----------------------------------

The  Trustee  shall  not  be  deemed to owe any fiduciary duty to the holders of
Guarantor  Senior Indebtedness and shall not be liable to any such holders if it
shall  mistakenly  pay over or distribute to Noteholders or any Guarantor or any
other  Person,  money  or  assets  to  which  any  holders  of  Guarantor Senior
Indebtedness  shall  be  entitled  by  virtue  of this Article XII or otherwise;
provided  that  such  amounts shall be paid over by such Noteholders as provided
herein.

SECTION  12.15.     Reliance  by  Holders  of  Guarantor
                    Senior Indebtedness on Subordination
                    Provisions.
                    -------------------------------------

Each  Noteholder  by accepting a Note acknowledges and agrees that the foregoing
subordination  provisions  are,  and  are  intended  to  be, an inducement and a
consideration  to each holder of any Guarantor Senior Indebtedness, whether such
Guarantor  Senior  Indebtedness  was  created  or  acquired  before or after the
issuance  of the Notes, to acquire and continue to hold, or to continue to hold,
such  Guarantor  Senior  Indebtedness  and  such  holder  of  Guarantor  Senior
Indebtedness  shall  be deemed conclusively to have relied on such subordination
provisions  in  acquiring and continuing to hold, or in continuing to hold, such
Guarantor  Senior  Indebtedness.

                                  ARTICLE XIII

                                  MISCELLANEOUS


SECTION  13.1.     Trust  Indenture  Act  Controls.
                   -------------------------------

If  any  provision of this Indenture limits, qualifies or conflicts with another
provision  which  is  required  to be included in this Indenture by the TIA, the
provision  required  by  the  TIA  shall  control.

SECTION  13.2.     Notices.
                   -------

Any  notice  or  communications  required  or  permitted  hereunder  shall be in
writing,  and  shall  be sufficiently given if made by hand delivery, by private
courier  service  guaranteeing  next  day  delivery,  by telex, by telecopier or

                                      111
<PAGE>

registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed  as  follows:

if  to  the  Company  or  any  Guarantor:

     Eye  Care  Centers  of  America,  Inc.
     11103  West  Avenue
     San  Antonio,  Texas  78213
     :Attention:  Chief  Financial  Officer

with  a  copy  to:

     Hutchins,  Wheeler  &  Dittmar
     101  Federal  Street
     Boston,  Massachusetts  02110
     :Attention:  James  Westra

if  to  the  Trustee:

     United  States  Trust  Company  of  New  York
     114  West  47th  Street
     25th  Floor
     New  York,  New  York  10035-1532
     :Attention:  Corporate  Trust  Administration

Each  of  the  Company, the Guarantors and the Trustee by written notice to each
other such Person may designate additional or different addresses for notices to
such  Person.  Any notice or communication to the Company, the Guarantors or the
Trustee  shall  be deemed to have been given or made as of the date so delivered
if  personally  delivered  or  delivered by private courier service guaranteeing
next day delivery; when answered back, if telexed; when receipt is acknowledged,
if  faxed;  and  five  (5)  calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not  be  deemed  to  have  been given until actually received by the addressee).

Any  notice  or  communication  mailed  to  a  Noteholder shall be mailed to the
Noteholder  at  the Noteholder's address as it appears on the registration books
of  the  Registrar  and shall be sufficiently given if so mailed within the time
prescribed.

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, it is duly given,
whether  or  not  the  addressee  receives  it.

                                      112
<PAGE>

SECTION  13.3.     Communication  by  Holders  with  Other  Holders.
                   ------------------------------------------------

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

SECTION  13.4.     Certificate  and  Opinion  as  to  Conditions  Precedent.
                   --------------------------------------------------------

Upon any request or application by the Company to the Trustee to take or refrain
from  taking  any  action under this Indenture, the Company, upon request, shall
furnish  to  the  Trustee:

     (1)  an Officers' Certificate in form and substance reasonably satisfactory
to  the  Trustee  stating  that,  in  the opinion of the signers, all conditions
precedent,  if  any,  provided  for  in  this Indenture relating to the proposed
action  have  been  complied  with;  and

     (2)  an Opinion of Counsel in form and substance reasonably satisfactory to
the  Trustee  stating  that, in the opinion of such counsel, all such conditions
precedent  have  been  complied  with.

SECTION  13.5.     Statements  Required  in  Certificate  or  Opinion.
                   --------------------------------------------------

Each  certificate  or  opinion  with  respect  to  compliance with a covenant or
condition  provided  for  in  this  Indenture  shall  include:

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

     (2)  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;

     (3)  a  statement that, in the opinion of such individual, he has made such
examination  or  investigation  as  is  necessary  to  enable  him to express an
informed  opinion  as  to  whether  or  not  such covenant or condition has been
complied  with;  and

     (4)  a  statement  as to whether or not, in the opinion of such individual,
such  covenant  or  condition  has  been  complied  with.

                                      113
<PAGE>

SECTION  13.6.     Rules  by  Trustee,  Paying  Agent  and  Registrar.
                   --------------------------------------------------

The Trustee may make reasonable rules for action by or a meeting of Noteholders.
The  Registrar  and  the  Paying  Agent  may  make  reasonable  rules  for their
functions.

SECTION  13.7.     Legal  Holidays.
                   ---------------

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions
are  not  required  to be open in the State of New York or in the state in which
the  corporate  trust  office  of the Trustee is located. If a payment date is a
Legal  Holiday,  payment  shall be made on the next succeeding day that is not a
Legal  Holiday,  and  no interest shall accrue for the intervening period. If an
Interest  Record Date is a Legal Holiday, the record date shall not be affected.

SECTION  13.8.     GOVERNING  LAW.
                   --------------

THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT
TO  APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF  THE  LAWS  OF  ANOTHER  JURISDICTION  WOULD BE REQUIRED THEREBY. EACH OF THE
PARTIES  HERETO  AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF  NEW  YORK  IN  ANY  ACTION  OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE.

SECTION  13.9.     No  Recourse  Against  Others.
                   -----------------------------

A  director,  officer,  employee  or  stockholder,  as such, of the Company or a
Guarantor shall not have an liability for any obligations of the Company or such
Guarantor  under  the Notes or the Guarantee of such Guarantor or this Indenture
or  for  any  claim  based on, in respect of or by reason of such obligations or
their  creation.  By  accepting  a Note, each Noteholder shall waive and release
all  such  liability.  The waiver and release shall be part of the consideration
for  the  issue  of  the  Notes.

SECTION  13.10.     Successors.
                    ----------

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

                                      114
<PAGE>

SECTION  13.11.     Multiple  Originals.
                    -------------------

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.
One  signed  copy  is  enough  to  prove  this  Indenture.

SECTION  13.12.     Qualification  of  Indenture.
                    ----------------------------

The  Company  shall  qualify this Indenture under the TIA in accordance with the
terms  and  conditions  of  the  Registration Rights Agreement and shall pay all
reasonable  costs  and  expenses (including attorneys' fees for the Company, the
Trustee  and  the  Holders) incurred in connection therewith, including, but not
limited  to, costs and expenses of qualification of this Indenture and the Notes
and  printing  this  Indenture  and the Notes.  The Trustee shall be entitled to
receive from the Company any such Officers' Certificates, Opinions of Counsel or
other  documentation  as  it  may reasonably request in connection with any such
qualification  of  this  Indenture  under  the  TIA.

SECTION  13.13.     Table  of  Contents;  Headings.
                    ------------------------------

The  table  of  contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or restrict
any  of  the  terms  or  provisions  hereof.

SECTION  13.14.     Severability.
                    ------------

In  case  any one or more of the provisions in this Indenture or in the Notes or
in  the  Guarantees  shall  be  held  invalid,  illegal or unenforceable, in any
respect  for  any  reason, the validity, legality and enforceability of any such
provision  in  every  other respect and of the remaining provisions shall not in
any  way  be  affected  or  impaired  thereby, it being intended that all of the
provisions  hereof  shall  be  enforceable  to the full extent permitted by law.

SECTION  13.15.     Independence  of  Covenants.
                    ---------------------------

All  covenants  and  agreements  in  this Indenture and the Notes shall be given
independent  effect  so  that  if  any  particular  action  or  condition is not
permitted  by  any  of such covenants, the fact that it would be permitted by an
exception  to,  or otherwise be within the limitation of, another covenant shall
not  avoid  the occurrence of a Default or an Event of Default if such action is
taken  or  condition  exists.

                            [SIGNATURE PAGE FOLLOWS]

                                      115
<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  have  caused this Indenture to be duly
executed  as  of  the  date  first  written  above.

                                              EYE CARE CENTERS OF AMERICA, INC.,
                                                                       as Issuer


                                                   By: _________________________
                                                                           Name:
                                                                          Title:


                                                 ENCLAVE ADVANCEMENT GROUP, INC.
                                                  ECCA MANAGED VISION CARE, INC.
                                                      VISIONWORKS HOLDINGS, INC.
                                                               VISIONWORKS, INC.
                                                    VISIONWORKS PROPERTIES, INC.
                                                         EYE CARE HOLDINGS, INC.
                                               VISIONARY RETAIL MANAGEMENT, INC.
                                                      VISIONARY PROPERTIES, INC.
                                                             VISIONARY MSO, INC.
                                                           THE SAMIT GROUP, INC.
                                                                 HOUR EYES, INC.
                                                            SKYLAB OPTICAL, INC.
                               METROPOLITAN VISION SERVICES, INC., as Guarantors


                                                   By: _________________________
                                                         -----------------------
                                                                           Name:
                                                                          Title:


                                                  UNITED STATES TRUST COMPANY OF
                                                            NEW YORK, as Trustee


                                                  By: __________________________
                                                      --------------------------
                                                                           Name:
                                                                          Title:

                                      116
<PAGE>

                                                                     EXHIBIT A-1
                                                                    ------------

                        [FORM OF INITIAL FIXED RATE NOTE]

THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN  THE  UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT  (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE  SECURITIES  ACT)  OR  (B)  IT  IS  NOT  A U.S. PERSON AND IS ACQUIRING THIS
SECURITY  IN  AN  OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH RULE 904 UNDER THE
SECURITIES  ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE  OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO  THE  COMPANY THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES
TO  A  QUALIFIED  INSTITUTIONAL  BUYER  IN  COMPLIANCE  WITH RULE 144A UNDER THE
SECURITIES  ACT,  (C)  INSIDE  THE UNITED STATES TO AN "ACCREDITED INVESTOR" (AS
DEFINED  IN  RULE  501(a)(1),  (2),  (3),  OR  (7) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN  REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF  THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS  SECURITY),  (D)  OUTSIDE  THE  UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE  WITH  RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  AND  (3)  AGREES  THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION  WITH  ANY  TRANSFER  OF  THIS  SECURITY  WITHIN  TWO YEARS AFTER THE
ORIGINAL  ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR,  THE  HOLDER  MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE  COMPANY  SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF  THEM  MAY  REASONABLY  REQUIRE  TO  CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT TO, THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT.  AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO  THEM  BY  REGULATION  S  UNDER  THE  SECURITIES  ACT.

                                      A-1-1
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                         9 1/8% Senior Subordinated Note
                                    due 2008


                                                                       CUSIP No.
No.     $

EYE  CARE  CENTERS  OF  AMERICA, INC., a Texas corporation (the "Company", which
term  includes any successor corporation), for value received promises to pay to
or  registered  assigns,  the  principal sum of $       Dollars, on May 1, 2008.

Interest  Payment  Dates:  May  1  and  November 1, commencing November 1, 1998.

Interest  Record  Dates:  April  15  and  October  15.

Reference is made to the further provisions of this Note contained herein, which
will  for  all  purposes  have  the  same  effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile  by  its  duly  authorized  officers.

Dated:
                                               EYE CARE CENTERS OF AMERICA, INC.



                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:


                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:


                                      A-1-2
<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This  is  one  of the 9 1/8% Senior Subordinated Notes due 2008 described in the
within-mentioned  Indenture.

Dated:                                        UNITED  STATES  TRUST  COMPANY  OF
                                                                       NEW YORK,
                                                                      as Trustee




                                                  By: __________________________
                                                        ------------------------
                                                            Authorized Signatory

                                      A-1-3
<PAGE>

                              (REVERSE OF SECURITY)

                        EYE CARE CENTERS OF AMERICA, INC.


                         9 1/8% Senior Subordinated Note
                                    due 2008

1.  Interest.
    --------

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above.  The  Company  will pay interest semi-annually on May 1 and November 1 of
each  year (the "Interest Payment Date"), commencing November 1, 1998.  Interest
on  this  Note  will accrue from the most recent date to which interest has been
paid  or,  if no interest has been paid, from the date of issuance.  Interest on
this  Note  will  be  computed  on  the basis of a 360-day year of twelve 30-day
months.

The  Company shall pay interest on overdue principal from time to time on demand
at  the rate borne by this Note and on overdue installments of interest (without
regard  to  any  applicable  grace  periods)  to  the  extent  lawful.

2.  Method  of  Payment.
    -------------------

The  Company  shall pay interest on the Notes (except defaulted interest) to the
persons  who are the registered Holders at the close of business on the Interest
Record  Date  immediately  preceding the Interest Payment Date even if the Notes
are  canceled on registration of transfer or registration of exchange after such
Interest  Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the
United  States that at the time of payment is legal tender for payment of public
and  private debts ("U.S. Legal Tender"). However, the Company may pay principal
and  interest by wire transfer of Federal funds, or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying  Agent  or  to  a  Holder  at  the  Holder's  registered  address.

3.  Paying  Agent  and  Registrar.
    -----------------------------

Initially,  United  States Trust Company of New York (the "Trustee") will act as
Paying  Agent and Registrar.  The Company may change any Paying Agent, Registrar
or  co-Registrar  without  notice  to  the  Holders.

                                      A-1-41
<PAGE>

4.  Indenture.
    ---------

The Company issued the Notes under an Indenture, dated as of April 24, 1998 (the
"Indenture"),  among  the Company, the Guarantors named therein and the Trustee.
This  Note  is one of a duly authorized issue of Notes of the Company designated
as its 9 1/8% Senior Subordinated Notes due 2008 (the "Initial Fixed Rate Notes"
and,  together  with  the  Exchange  Fixed Rate Notes issued under the Indenture
pursuant  to  the  Registration  Rights Agreement, the "Fixed Rate Notes").  The
"Notes"  include the Fixed Rate Notes and the Floating Rate Notes (as defined in
the Indenture).  The Fixed Rate Notes and the Floating Rate Notes are treated as
a  single  class of securities under the Indenture unless otherwise specified in
the  Indenture.  Capitalized  terms  herein are used as defined in the Indenture
unless otherwise defined herein.  The terms of the Notes include those stated in
the  Indenture  and  those  made part of the Indenture by reference to the Trust
Indenture  Act  of 1939 (15 U.S.C.    77aaa-77bbbb) (the "TIA"), as in effect on
the date of the Indenture.  Notwithstanding anything to the contrary herein, the
Notes  are  subject  to all such terms, and Holders of Notes are referred to the
Indenture  and  the  TIA  for  a  statement  of  them.  The  Notes  are  general
obligations  of  the  Company  limited  in  aggregate  principal  amount  to
$150,000,000.

5.  Subordination.
    -------------

The  Notes are subordinated in right of payment, in the manner and to the extent
set  forth  in  the  Indenture,  to  the  prior  payment in full in cash or Cash
Equivalents  of  all  Senior Indebtedness of the Company, whether outstanding on
the  date  of  the  Indenture  or  thereafter  created,  incurred,  assumed  or
guaranteed.  Each  Holder  by  his  acceptance hereof agrees to be bound by such
provisions  and  authorizes and expressly directs the Trustee, on his behalf, to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  provided  for  in  the  Indenture  and  appoints  the Trustee his
attorney-infact  for  such  purposes.

6.  Optional  Redemption.
    --------------------

     (a)  The  Fixed  Rate Notes will be redeemable, at the Company's option, in
whole  at  any time or in part from time to time, on and after May 1, 2003, upon
not  less  than  30  nor  more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
twelve-month  period  commencing on May 1 of the years set forth below, plus, in
each  case,  accrued  and  unpaid  interest  thereon,  if  any,  to  the date of
redemption:

                                      A-1-5
<PAGE>

Year                                Percentage
----                                ----------

2003                                  104.563%
2004                                  103.042%
2005                                  101.521%
2006  and  thereafter                 100.000%

     (b)  At  any  time,  or  from time to time, on or prior to May 1, 2001, the
Company  may,  at  its  option,  use the net cash proceeds of one or more Equity
Offerings  to  redeem  up to 35% of the aggregate principal amount of Fixed Rate
Notes  at  a redemption price equal to 109.125% of the principal amount thereof,
plus  accrued  interest to the date of redemption; provided that at least 65% of
the  original  principal  amount  of  Fixed  Rate  Notes  remains  outstanding
immediately  after  any  such  redemption (excluding any of the Fixed Rate Notes
owned  by the Company). In order to effect the foregoing redemption with the net
cash  proceeds  of  any  Equity  Offering,  the  Company  must  mail a notice of
redemption  no  later  than  60  days after the related Equity Offering and must
consummate such redemption within 90 days of the closing of the Equity Offering.
"Equity  Offering"  means  a  sale  of  Qualified  Capital Stock of the Company.

7.  Notice  of  Redemption.
    ----------------------

Notice  of  redemption will be mailed at least 30 days but not more than 60 days
before  the  Redemption  Date  to  each  Holder  of Notes to be redeemed at such
Holder's  registered  address.  Notes in denominations of $1,000 may be redeemed
only  in  whole. The Trustee may select for redemption portions (equal to $1,000
or  any  integral  multiple  thereof)  of  the  principal  of  Notes  that  have
denominations  larger  than  $1,000.

If  any  Note  is  to  be  redeemed  in part only, the notice of redemption that
relates  to such Note shall state the portion of the principal amount thereof to
be  redeemed.  A  new Note in a principal amount equal to the unredeemed portion
thereof  will  be  issued in the name of the Holder thereof upon cancellation of
the  original  Note.  On  and  after the Redemption Date, interest will cease to
accrue  on  Notes  or  portions  thereof  called  for  redemption.

8.  Change  of  Control  Offer.
    --------------------------

Upon the occurrence of a Change of Control Triggering Event, the Company will be
required  to  offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if  any,  thereon  to  the  date  of  purchase.

                                      A-1-6
<PAGE>

9.  Net  Proceeds  Offer.
    --------------------

The  Company  is,  subject  to certain conditions, obligated to make an offer to
purchase  Notes  at  100%  of  their  principal  amount, plus accrued and unpaid
interest,  if  any, thereon to the date of purchase with certain of the Net Cash
Proceeds  of  certain  Asset  Sales  in  accordance  with  the  Indenture.

10.  Registration  Rights.
     --------------------

Pursuant  to  the  Registration Rights Agreement, the Company and the Guarantors
will  be  obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for the Company's 9 1/8%
Senior Subordinated Notes due 2008 (the "Exchange Fixed Rate Notes"), which have
been  registered  under  the Securities Act, in like principal amount and having
terms  identical  in  all material respects to the Initial Fixed Rate Notes. The
Holders  of  the  Initial  Notes shall be entitled to receive certain additional
interest  payments  in the event such exchange offer is not consummated and upon
certain  other  conditions,  all pursuant to and in accordance with the terms of
the  Registration  Rights  Agreement.

11.  Denominations;  Transfer;  Exchange.
     -----------------------------------

The  Notes  are  in registered form, without coupons, in denominations of $1,000
and  integral  multiples  of  $1,000. A Holder shall register the transfer of or
exchange  Notes  in  accordance  with the Indenture. The Registrar may require a
Holder,  among  other  things,  to furnish appropriate endorsements and transfer
documents  and  to  pay  certain  transfer taxes or similar governmental charges
payable  in  connection  therewith  as permitted by the Indenture. The Registrar
need  not  register  the  transfer  of or exchange any Notes or portions thereof
selected  for  redemption,  except  the unredeemed portion of any security being
redeemed  in  part.

12.  Persons  Deemed  Owners.
     -----------------------

The  registered  Holder  of  a  Note shall be treated as the owner of it for all
purposes.

13.  Unclaimed  Funds.
     ----------------

If  funds  for  the  payment  of  principal or interest remain unclaimed for two
years,  the  Trustee and the Paying Agent will repay the funds to the Company at
its  request.  After  that,  all  liability of the Trustee and such Paying Agent
with  respect  to  such  funds  shall  cease.

                                      A-1-7
<PAGE>

14.  Discharge  Prior  to  Redemption  or  Maturity.
     ----------------------------------------------

The  Company  and  the Guarantors may be discharged from their obligations under
the  Indenture,  the  Notes  and  the  Guarantees  except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained  in  the  Indenture,  the  Notes and the Guarantees, in each case upon
satisfaction  of  certain  conditions  specified  in  the  Indenture.

15.  Amendment;  Supplement;  Waiver.
     -------------------------------

Subject  to  certain exceptions, the Indenture, the Notes and the Guarantees may
be amended or supplemented with the written consent of the Holders of at least a
majority  in  aggregate  principal amount of the Notes then outstanding, and any
existing  Default  or  Event  of Default or compliance with any provision may be
waived  with  the  consent  of  the Holders of a majority in aggregate principal
amount  of  the  Notes  then  outstanding.  Without  notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the Notes and
the  Guarantees  to,  among  other  things,  cure  any  ambiguity,  defect  or
inconsistency,  provide  for  uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the  qualification of the Indenture under the TIA, or make any other change that
does  not  adversely  affect  the  rights  of  any  Holder  of  a  Note.

16.  Restrictive  Covenants.
     ----------------------

The  Indenture  contains  certain  covenants that, among other things, limit the
ability  of  the  Company  and  its  Restricted  Subsidiaries to make restricted
payments,  to  incur  indebtedness,  to  create liens, to sell assets, to permit
restrictions  on  dividends and other payments by Restricted Subsidiaries of the
Company  to  the Company, to consolidate, merge or sell all or substantially all
of  its assets or to engage in transactions with affiliates. The limitations are
subject to a number of important qualifications and exceptions. The Company must
annually  report  to  the  Trustee  on  compliance  with  such  limitations.

17.  Defaults  and  Remedies.
     -----------------------

If  an  Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of Notes then outstanding may declare
all  the  Notes  to  be  due  and payable immediately in the manner and with the
effect  provided  in  the  Indenture.  Holders  of  Notes  may  not  enforce the
Indenture,  the Notes or the Guarantees except as provided in the Indenture. The
Trustee  is  not obligated to enforce the Indenture, the Notes or the Guarantees
unless  it

                                      A-1-8
<PAGE>

has  received  indemnity  satisfactory  to it. The Indenture permits, subject to
certain  limitations  therein  provided,  Holders  of  a  majority  in aggregate
principal  amount  of  the  Notes  then outstanding to direct the Trustee in its
exercise  of  any trust or power. The Trustee may withhold from Holders of Notes
notice of certain continuing Defaults or Events of Default if it determines that
withholding  notice  is  in  their  interest.

18.  Trustee  Dealings  with  Company.
     --------------------------------

The  Trustee  under  the Indenture, in its individual or any other capacity, may
become  the  owner  or pledgee of Notes and may otherwise deal with the Company,
its  Subsidiaries  or their respective Affiliates as if it were not the Trustee.

19.  No  Recourse  Against  Others.
     -----------------------------

No  stockholder,  director,  officer,  employee or incorporator, as such, of the
Company  or  any  Guarantor  shall  have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guarantees or the Indenture or for
any  claim  based  on,  in respect of or by reason of, such obligations or their
creation.  Each  Holder  of  a  Note by accepting a Note waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issuance  of  the  Notes.

20.  Authentication.
     --------------

This Note shall not be valid until the Trustee or authenticating agent signs the
certificate  of  authentication  on  this  Note.

21.  Abbreviations  and  Defined  Terms.
     ----------------------------------

Customary  abbreviations  may  be  used  in the name of a Holder of a Note or an
assignee,  such  as:  TEN  COM  (= tenants in common), TEN ENT (= tenants by the
entireties),  JT  TEN  (=  joint  tenants  with right of survivorship and not as
tenants  in  common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

22.  Governing  Law.
     --------------

This  Note  shall  be governed by, and construed in accordance with, the laws of
the  State  of  New  York  but without giving effect to applicable principles of
conflicts  of  laws  to  the  extent that the application of the laws of another
jurisdiction  would  be  required  thereby.

                                      A-1-9
<PAGE>

23.  CUSIP  Numbers.
     --------------

Pursuant  to  a  recommendation  promulgated  by  the  Committee on Uniform Note
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the  Notes  as  a convenience to the Holders of the Notes.  No representation is
made as to the accuracy of such numbers as printed on the Notes and reliance may
be  placed  only  on  the  other  identification  numbers  printed  hereon.

                                     A-1-10
<PAGE>

                                 ASSIGNMENT FORM


I  or  we  assign  and  transfer  this  Note  to

_______________________________________________________________________________

_______________________________________________________________________________
(Print  or  type  name,  address  and  zip  code  of  assignee  or  transferee)


_______________________________________________________________________________
(Insert  Social  Security or other identifying number of assignee or transferee)

and  irrevocably  appoint ______________________________________________________
agent  to  transfer  this  Note  on  the  books  of  the Company.  The agent may
substitute  another  to  act  for  him.

Dated: ______________________                         Signed:___________________
                                                        (Sign  exactly  as  name
                                                         appears  on  the  other
                                                           side  of  this  Note)

Signature  Guarantee:____________________________________________
                     Participant  in  a  recognized  Signature
                     Guarantee  Medallion  Program  (or  other
                     signature  guarantor  program  reasonably
                     acceptable  to  the  Trustee)


In  connection  with any transfer of this Note occurring prior to the date which
is  the  earlier  of  (i)  the  date  of  the  declaration  by  the  SEC  of the
effectiveness  of  a registration statement under the Securities Act of 1933, as
amended  (the  "Securities  Act")  covering  resales  of  this  Note  (which
effectiveness  shall  not  have  been suspended or terminated at the date of the
transfer)  and  (ii)  April  24,  2000, the undersigned confirms that it has not
utilized  any general solicitation or general advertising in connection with the
transfer  and  that  this  Note  is  being  transferred:

                                     A-1-11
<PAGE>


                                   [Check One]


(1)     ___     to  the  Company  or  a  subsidiary  thereof;  or

(2)     ___     pursuant  to  and  in  compliance  with  Rule  144A  under
                the  Securities  Act;  or

(3)     ___     to  an  institutional  "accredited  investor"  (as
                defined  in  Rule  501(a)(1),  (2),  (3)  or  (7)  under  the
                Securities  Act)  that  has  furnished  to  the  Trustee  a
                signed  letter  containing  certain  representations  and
                agreements  (the  form  of  which  letter  can  be  obtained
                from  the  Trustee);  or

(4)     ___     outside  the  United  states  to  a  "foreign  person"  in
                compliance  with  Rule  904  of  Regulation  S  under  the
                Securities  Act;  or

(5)     ___     pursuant  to  the  exemption  from  registration
                provided  by  Rule  144  under  the  Securities  Act;  or

(6)     ___     pursuant  to  an  effective  registration  statement
                under  the  Securities  Act;  or

(7)     ___     pursuant  to  another  available  exemption  from  the
                registration  requirements  of  the  Securities  Act;

and  unless the box below is checked, the undersigned confirms that such Note is
not  being  transferred  to an "affiliate" of the Company as defined in Rule 144
under  the  Securities  Act  of  1933,  as  amended  (an  "Affiliate"):

        ___  The  transferee  is  an  Affiliate  of  the  Company.

     Unless one of the items is checked, the Trustee will refuse to register any
of  the Notes evidenced by this certificate in the name of any person other than
the  registered  Holder  thereof;  provided  that if box (3), (4), (5) or (7) is
checked,  the  Company or the Trustee may require, prior to registering any such
transfer  of  the  Notes,  in  its  sole  discretion,  such  legal  opinions,
certifications  (including  an  investment letter in the case of box (3) or (4))
and  other information as the Trustee or the Company has reasonably requested to
confirm  that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                     A-1-12
<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated  to register this Note in the name of any person other than the Holder
hereof  unless and until the conditions to any such transfer of registration set
forth  herein  and  in  Section 2.17 of the Indenture shall have been satisfied.

Dated:______________________     Signed:  ______________________
      ----------------------              ----------------------
                                        (Sign  exactly  as  name
                                        appears  on  the  other
                                       side  of  this  Security)


Signature  Guarantee:_______________________________________
                     ---------------------------------------


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The  undersigned represents and warrants that it is purchasing this Note for its
own  account  or  an  account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within  the  meaning of Rule 144A under the Securities Act and is aware that the
sale  to  it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it  is  aware  that  the  transferor is relying upon the undersigned's foregoing
representations  in  order  to claim the exemption from registration provided by
Rule  144A.



Dated:______________________                ______________________
       ---------------------
                                       NOTICE:  To  be  executed  by
                                           an  executive  officer

                                     A-1-13
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

If  you  want  to  elect  to have this Note purchased by the Company pursuant to
Section  4.6  or  Section  4.8  of  the  Indenture,  check  the appropriate box:

Section  4.6  [    ]  Section  4.8  [    ]

If  you  want  to  elect to have only part of this Note purchased by the Company
pursuant  to  Section  4.6  or Section 4.8 of the Indenture, state
the amount: $__________
                -------

Dated:  _____________________     Signed:  ______________________
        ---------------------              ----------------------
(Sign  exactly  as  name  appears  on  the  other  side  of  this  Note)


Signature  Guarantee:      ____________________________________
                           ------------------------------------
Participant  in  a  recognized  Signature  Guarantee Medallion Program (or other
signature  guarantor  program  reasonably  acceptable  to  the  Trustee)


                                     A-1-14
<PAGE>

                                                                     EXHIBIT A-2
                                                                     -----------

                      [FORM OF INITIAL FLOATING RATE NOTE]

THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN  THE  UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT  (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE  SECURITIES  ACT)  OR  (B)  IT  IS  NOT  A U.S. PERSON AND IS ACQUIRING THIS
SECURITY  IN  AN  OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH RULE 904 UNDER THE
SECURITIES  ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE  OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO  THE  COMPANY THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES
TO  A  QUALIFIED  INSTITUTIONAL  BUYER  IN  COMPLIANCE  WITH RULE 144A UNDER THE
SECURITIES  ACT,  (C)  INSIDE  THE UNITED STATES TO AN "ACCREDITED INVESTOR" (AS
DEFINED  IN  RULE  501(a)(1),  (2),  (3),  OR  (7) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN  REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF  THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS  SECURITY),  (D)  OUTSIDE  THE  UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE  WITH  RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  AND  (3)  AGREES  THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION  WITH  ANY  TRANSFER  OF  THIS  SECURITY  WITHIN  TWO YEARS AFTER THE
ORIGINAL  ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR,  THE  HOLDER  MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE  COMPANY  SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF  THEM  MAY  REASONABLY  REQUIRE  TO  CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT TO, THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT.  AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO  THEM  BY  REGULATION  S  UNDER  THE  SECURITIES  ACT.

                                      A-2-1
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                       Floating Interest Rate Subordinated
                      Term Securities due 2008 (FIRSTSsm(a))


                                                                       CUSIP No.
No.     $

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company" which term
includes  any  successor  corporation),  for  value received, promises to pay to
or  registered  assigns, the principal sum of $         Dollars, on May 1, 2008.

Interest  Payment  Dates:  May  1  and  November 1, commencing November 1, 1998.

Interest  Record  Dates:  April  15  and  October  15.

Reference is made to the further provisions of this Note contained herein, which
will  for  all  purposes  have  the  same  effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile  by  its  duly  authorized  officers.


Dated:                                    EYE  CARE  CENTERS  OF  AMERICA,  INC.



                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:



                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:





_________________________
-------------------------
(a)     FIRSTS  is  a  service  mark  of  BT  Alex.  Brown  Incorporated.

                                      A-2-2
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


This  is one of the Floating Interest Rate Subordinated Term Securities due 2008
described  in  the  within-mentioned  Indenture.


Dated:
                                                  UNITED STATES TRUST COMPANY OF
                                                                       NEW YORK,
                                                                      as Trustee






                                                  By: __________________________
                                                      --------------------------
                                                            Authorized Signatory

                                      A-2-3
<PAGE>


                              (REVERSE OF SECURITY)

                        EYE CARE CENTERS OF AMERICA, INC.

          Floating Interest Rate Subordinated Term Securities due 2008

1.  Interest.
    --------

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company"), promises
to  pay  interest  on  the  principal amount of this Note at the rate per annum,
reset semi-annually, equal to LIBOR (as defined below) plus 3.98%, as determined
by  the  Calculation  Agent.  Interest  on  this  Note will accrue from the most
recent  date  on  which interest has been paid or, if no interest has been paid,
from  the date of issuance.  The Company will pay interest semi-annually on each
May  1 and November 1 (each, an "Interest Payment Date"), commencing November 1,
1998,  for  the  period  commencing  on  and including the immediately preceding
Interest  Payment Date and ending on and including the day immediately preceding
the  next  succeeding  Interest  Payment  Date  (an "Interest Period"), with the
exception that the first Interest Period shall commence on and include April 24,
1998  and  end  on  and include October 31, 1998.  Interest on this Note will be
computed  on  the  basis  of  a  360-day  year  of  twelve  30-day  months.

The  Company shall pay interest on overdue principal and on overdue installments
of  interest  from  time to time on demand at the rate borne by this Note and on
overdue  installments  of  interest  (without  regard  to  any  applicable grace
periods)  to  the  extent  lawful.

"LIBOR",  with  respect  to an Interest Period, will be the rate (expressed as a
 -----
percentage  per  annum)  for  deposits  in United States dollars for a six-month
period  beginning  on  the  second  London  Banking  Day  (as defined) after the
Determination  Date (as defined) that appears on Telerate Page 3750 (as defined)
as of 11:00 a.m., London time, on the Determination Date.  If Telerate Page 3750
does  not  include  such a rate or is unavailable on a Determination Date, LIBOR
for  the Interest Period shall be the arithmetic mean of the rates (expressed as
a  percentage per annum) for deposits in a Representative Amount (as defined) in
United  States  dollars  for  a  six-month period beginning on the second London
Banking  Day  after  the  Determination Date that appears on Reuters Screen LIBO
Page  (as defined) as of 11:00 a.m., London time, on the Determination Date.  If
Reuters Screen LIBO Page does not include two or more rates or is unavailable on
a  Determination  Date, the Calculation Agent  will request the principal London
office  of  each of four major banks in the London interbank market, as selected
by the Calculation Agent, to provide such bank's offered quotation (expressed as
a  percentage  per  annum), as of approximately 11:00 a.m., London time, on such

                                      A-2-4
<PAGE>

Determination  Date,  to prime banks in the London interbank market for deposits
in  a  Representative  Amount  in  United  States dollars for a six-month period
beginning  on the second London Banking Day after the Determination Date.  If at
least two such offered quotations are so provided, LIBOR for the Interest Period
will  be  the  arithmetic  mean  of  such  quotations.  If  fewer  than two such
quotations  are  so  provided,  the Calculation Agent will request each of three
major  banks  in New York City, as selected by the Calculation Agent, to provide
such  bank's  rate  (expressed  as  a percentage per annum), as of approximately
11:00  a.m.,  New  York  City  time,  on such Determination Date, for loans in a
Representative  Amount  in United States dollars to leading European banks for a
six-month  period  beginning  on  the  second  London  Banking  Day  after  the
Determination  Date.  If  at least two such rates are so provided, LIBOR for the
Interest  Period  will  be the arithmetic mean of such rates.  If fewer than two
such  rates are so provided, then LIBOR for the Interest Period will be LIBOR in
effect  with  respect  to  the  immediately  preceding  Interest  Period.

"Determination  Date,"  with  respect  to an Interest Period, will be the second
 -------------------
London  Banking  Day  preceding  the  first  day  of  the  Interest  Period.

"London  Banking  Day" is any day in which dealings in United States dollars are
 --------------------
transacted or, with respect to any future date, are expected to be transacted in
the  London  interbank  market.

"Representative  Amount"  means  a  principal  amount  of  not  less  than  U.S.
 ----------------------
$1,000,000 for a single transaction in the relevant market at the relevant time.

"Telerate  Page  3750"  means  the  display designated as "Page 3750" on the Dow
 --------------------
Jones  Telerate  Service  (or  such  other page as may replace Page 3750 on that
service).

"Reuters  Screen  LIBO  Page" means the display designated as page "LIBO" on The
 ---------------------------
Reuters  Monitor Money Rates Service (or such other page as may replace the LIBO
page  on  that  service).

The  amount  of  interest for each day that this Note is outstanding (the "Daily
Interest Amount") will be calculated by dividing the interest rate in effect for
such day by 360 and multiplying the result by the principal amount of this Note.

The  amount of interest to be paid on this Note for each Interest Period will be
calculated  by  adding  the  Daily Interest Amounts for each day in the Interest
Period.

                                      A-2-5
<PAGE>


All percentages resulting from any of the above calculations will be rounded, if
necessary,  to  the  nearest  one hundred-thousandth of a percentage point, with
five  onemillionths  of  a percentage point rounded upwards (e.g., 9.876545% (or
..09876545)  being rounded to 9.87655% (or .0987655)) and all dollar amounts used
in or resulting from such calculations will be rounded to the nearest cent (with
one-half  cent  being  rounded  upwards).

The  interest rate on this Note will in no event be higher than the maximum rate
permitted  by  New  York law as the same may be modified by United States law of
general  application.  Under  current New York law, the maximum rate of interest
is  25%  per  annum  on  a  simple  interest basis.  This limit may not apply to
Floating  Rate  Notes  in  which  $2,500,000  or  more  has  been  invested.

The  Calculation Agent will, upon the request of the holder of any Floating Rate
Note, provide the interest rate then in effect with respect to the Floating Rate
Notes.  All  calculations  made  by  the  Calculation  Agent  in  the absence of
manifest  error shall be conclusive for all purposes and binding on the Company,
the  Guarantors  and  the  Holders  of  the  Floating  Rate  Notes.

2.  Method  of  Payment.
    -------------------

The  Company  shall pay interest on the Notes (except defaulted interest) to the
persons  who are the registered Holders at the close of business on the Interest
Record  Date  immediately  preceding the Interest Payment Date even if the Notes
are  canceled on registration of transfer or registration of exchange after such
Interest Record Date.  Holders must surrender Notes to a Paying Agent to collect
principal  payments.  The  Company  shall pay principal and interest in money of
the  United  States  that  at the time of payment is legal tender for payment of
public  and  private  debts ("U.S. Legal Tender").  However, the Company may pay
principal  and  interest by wire transfer of Federal funds, or interest by check
payable  in  such  U.S. Legal Tender.  The Company may deliver any such interest
payment  to  the Paying Agent or to a Holder at the Holder's registered address.

                                      A-2-6
<PAGE>

3.  Paying  Agent,  Registrar  and  Calculation  Agent.
    --------------------------------------------------

Initially,  United  States Trust Company of New York (the "Trustee") will act as
Paying  Agent,  Registrar  and  Calculation  Agent.  The  Company may change any
Paying Agent, Registrar, co-Registrar or Calculation Agent without notice to the
Holders.

4.  Indenture.
    ---------

The Company issued the Notes under an Indenture, dated as of April 24, 1998 (the
"Indenture"),  among  the  Company, each of the Guarantors named therein and the
Trustee.  This  Note  is  one of a duly authorized issue of Notes of the Company
designated  as  its Floating Interest Rate Subordinated Term Securities due 2008
(the "Initial Floating Rate Notes" and, together with the Exchange Floating Rate
Notes  issued under the Indenture pursuant to the Registration Rights Agreement,
the "Floating Rate Notes").  The "Notes" include the Floating Rate Notes and the
Fixed Rate Notes (as defined in the Indenture).  The Floating Rate Notes and the
Fixed Rate Notes are treated as a single class of securities under the Indenture
unless  otherwise  specified  in  the  Indenture.  Capitalized terms used herein
shall  have  the  meanings  assigned  to  them in the Indenture unless otherwise
defined  herein.  The  terms  of the Notes include those stated in the Indenture
and  those made part of the Indenture by reference to the Trust Indenture Act of
1939  (15  U.S.C.    77aaa-77bbbb)  (the "TIA"), as in effect on the date of the
Indenture.  Notwithstanding  anything  to  the  contrary  herein,  the Notes are
subject  to  all  such terms, and Holders of Notes are referred to the Indenture
and  the  TIA for a statement of them.  The Notes are general obligations of the
Company  limited  in  aggregate  principal  amount  to  $150,000,000.

5.  Subordination.
    -------------

The  Notes are subordinated in right of payment, in the manner and to the extent
set  forth  in  the  Indenture,  to  the  prior  payment in full in cash or Cash
Equivalents  of  all  Senior Indebtedness of the Company, whether outstanding on
the  date  of  the  Indenture  or  thereafter  created,  incurred,  assumed  or
guaranteed.  Each  Holder  by  his  acceptance hereof agrees to be bound by such
provisions  and  authorizes and expressly directs the Trustee, on his behalf, to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  provided  for  in  the  Indenture  and  appoints  the Trustee his
attorney-infact  for  such  purposes.

                                      A-2-7
<PAGE>

6.  Optional  Redemption.
    --------------------

The Floating Rate Notes will be redeemable, at the Company's option, in whole at
any  time  or  in part from time to time, upon not less than 30 nor more than 60
days'  notice,  at  the following redemption prices (expressed as percentages of
the  principal  amount  thereof)  if  redeemed  during  the  twelvemonth  period
commencing on May 1 of the year set forth below, plus, in each case, accrued and
unpaid  interest  thereon,  if  any,  to  the  date  of  redemption:


Year                              Percentage
----                              ----------

1998                                105.000%
1999                                104.000%
2000                                103.000%
2001                                102.000%
2002                                101.000%
2003  and  thereafter               100.000%


7.  Notice  of  Redemption.
    ----------------------

Notice  of  redemption will be mailed at least 30 days but not more than 60 days
before  the  Redemption  Date  to  each  Holder  of Notes to be redeemed at such
Holder's  registered  address.  Notes in denominations larger than $1,000 may be
redeemed  only  in whole.  The Trustee may select for redemption portions (equal
to  $1,000 or any integral multiple thereof) of the principal of Notes that have
denominations  larger  than  $1,000.

If  any  Note  is  to  be  redeemed  in part only, the notice of redemption that
relates  to such Note shall state the portion of the principal amount thereof to
be  redeemed.  A  new Note in a principal amount equal to the unredeemed portion
thereof  will  be  issued in the name of the Holder thereof upon cancellation of
the  original  Note.  On  and  after the Redemption Date, interest will cease to
accrue  on  Notes  or  portions  thereof  called  for  redemption.

8.  Change  of  Control  Offer.
    --------------------------

Upon the occurrence of a Change of Control Triggering Event, the Company will be
required  to  offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if  any,  thereon  to  the  date  of  purchase.

                                      A-2-8
<PAGE>

9.  Net  Proceeds  Offer.
    --------------------

The  Company  is,  subject  to certain conditions, obligated to make an offer to
purchase  Notes  at  100%  of  their  principal  amount, plus accrued and unpaid
interest,  if  any, thereon to the date of purchase with certain of the Net Cash
Proceeds  of  certain  Asset  Sales  in  accordance  with  the  Indenture.

10.  Registration  Rights.
     --------------------

Pursuant  to  the  Registration Rights Agreement, the Company and the Guarantors
will  be  obligated to consummate an exchange offer pursuant to which the Holder
of  this  Note  shall  have  the  right  to exchange this Note for the Company's
Floating  Interest  Rate  Subordinated  Term  Securities due 2008 (the "Exchange
Floating  Rate  Notes"), which have been registered under the Securities Act, in
like principal amount and having terms identical in all material respects to the
Initial Floating Rate Notes.  The Holders of the Initial Notes shall be entitled
to receive certain additional interest payments in the event such exchange offer
is  not  consummated  and  upon certain other conditions, all pursuant to and in
accordance  with  the  terms  of  the  Registration  Rights  Agreement.

11.  Denominations;  Transfer;  Exchange.
     -----------------------------------

The  Notes  are  in registered form, without coupons, in denominations of $1,000
and  integral  multiples  of $1,000.  A Holder shall register the transfer of or
exchange  Notes  in  accordance with the Indenture.  The Registrar may require a
Holder,  among  other  things,  to furnish appropriate endorsements and transfer
documents  and  to  pay  certain  transfer taxes or similar governmental charges
payable  in  connection  therewith as permitted by the Indenture.  The Registrar
need  not  register  the  transfer  of or exchange any Notes or portions thereof
selected  for  redemption,  except  the unredeemed portion of any security being
redeemed  in  part.

12.  Persons  Deemed  Owners.
     -----------------------

The  registered  Holder  of  a  Note shall be treated as the owner of it for all
purposes.

13.  Unclaimed  Funds.
     ----------------

If  funds  for  the  payment  of  principal or interest remain unclaimed for two
years,  the  Trustee and the Paying Agent will repay the funds to the Company at
its  request.  After  that,  all  liability of the Trustee and such Paying Agent
with  respect  to  such  funds  shall  cease.

                                      A-2-9
<PAGE>

14.  Discharge  Prior  to  Redemption  or  Maturity.
     ----------------------------------------------

The  Company  and  the Guarantors may be discharged from their obligations under
the  Indenture,  the  Notes  and  the  Guarantees  except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained  in  the  Indenture,  the  Notes and the Guarantees, in each case upon
satisfaction  of  certain  conditions  specified  in  the  Indenture.

15.  Amendment;  Supplement;  Waiver.
     -------------------------------

Subject  to  certain exceptions, the Indenture, the Notes and the Guarantees may
be amended or supplemented with the written consent of the Holders of at least a
majority  in  aggregate  principal amount of the Notes then outstanding, and any
existing  Default  or  Event  of Default or compliance with any provision may be
waived  with  the  consent  of  the Holders of a majority in aggregate principal
amount  of  the  Notes  then  outstanding.  Without  notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the Notes and
the  Guarantees  to,  among  other  things,  cure  any  ambiguity,  defect  or
inconsistency,  provide  for  uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the  qualification of the Indenture under the TIA, or make any other change that
does  not  adversely  affect  the  rights  of  any  Holder  of  a  Note.

16.  Restrictive  Covenants.
     ----------------------

The  Indenture  contains  certain  covenants that, among other things, limit the
ability  of  the  Company  and  its  Restricted  Subsidiaries to make restricted
payments,  to  incur  indebtedness,  to  create liens, to sell assets, to permit
restrictions  on  dividends and other payments by Restricted Subsidiaries of the
Company  to  the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates.  The limitations are
subject  to  a  number  of important qualifications and exceptions.  The Company
must  annually  report  to  the  Trustee  on  compliance  with such limitations.

17.  Defaults  and  Remedies.
     -----------------------

If  an  Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of Notes then outstanding may declare
all  the  Notes  to  be  due  and payable immediately in the manner and with the
effect  provided  in  the  Indenture.  Holders  of  Notes  may  not  enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture.  The
Trustee  is  not obligated to enforce the Indenture, the Notes or the Guarantees
unless  it

                                     A-2-10
<PAGE>

has  received  indemnity  satisfactory  to it. The Indenture permits, subject to
certain  limitations  therein  provided,  Holders  of  a  majority  in aggregate
principal  amount  of  the  Notes  then outstanding to direct the Trustee in its
exercise  of  any trust or power. The Trustee may withhold from Holders of Notes
notice of certain continuing Defaults or Events of Default if it determines that
withholding  notice  is  in  their  interest.

18.  Trustee  Dealings  with  Company.
     --------------------------------

The  Trustee  under  the Indenture, in its individual or any other capacity, may
become  the  owner  or pledgee of Notes and may otherwise deal with the Company,
its  Subsidiaries  or their respective Affiliates as if it were not the Trustee.

19.  No  Recourse  Against  Others.
     -----------------------------

No  stockholder,  director,  officer,  employee or incorporator, as such, of the
Company  or  any  Guarantor  shall  have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guarantees or the Indenture or for
any  claim  based  on,  in respect of or by reason of, such obligations or their
creation.  Each  Holder  of  a  Note by accepting a Note waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issuance  of  the  Notes.

20.  Authentication.
     --------------

This Note shall not be valid until the Trustee or authenticating agent signs the
certificate  of  authentication  on  this  Note.

21.  Abbreviations  and  Defined  Terms.
     ----------------------------------

Customary  abbreviations  may  be  used  in the name of a Holder of a Note or an
assignee,  such  as:  TEN  COM  (= tenants in common), TEN ENT (= tenants by the
entireties),  JT  TEN  (=  joint  tenants  with right of survivorship and not as
tenants  in  common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

22.  Governing  Law.
     --------------

This  Note  shall  be governed by, and construed in accordance with, the laws of
the  State  of  New  York  but without giving effect to applicable principles of
conflicts  of  laws  to  the  extent that the application of the laws of another
jurisdiction  would  be  required  thereby.

                                     A-2-11
<PAGE>

23.  CUSIP  Numbers.
     --------------

Pursuant  to  a  recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the  Notes  as  a  convenience to the Holders of the Notes. No representation is
made as to the accuracy of such numbers as printed on the Notes and reliance may
be  placed  only  on  the  other  identification  numbers  printed  hereon.

                                     A-2-12
<PAGE>


                                 ASSIGNMENT FORM


I  or  we  assign  and  transfer  this  Note  to

_______________________________________________________________________________

_______________________________________________________________________________
(Print  or  type  name,  address  and  zip  code  of  assignee  or  transferee)

_______________________________________________________________________________
(Insert  Social  Security or other identifying number of assignee or transferee)


and irrevocably appoint _________________________________ agent to transfer this
                        ---------------------------------
Note  on  the books of the Company.  The agent may substitute another to act for
him.


Dated:_____________________     Signed:     _____________________
      ---------------------                 ---------------------
                                         (Sign  exactly  as  name
                                          appears  on  the  other
                                           side  of  this  Note)

Signature  Guarantee:     _______________________________________
                          ----------------------------------
               Participant  in  a  recognized  Signature Guarantee
                   Medallion Program (or other signature guarantor
                   program  reasonably acceptable to the  Trustee)


In  connection  with any transfer of this Note occurring prior to the date which
is  the  earlier  of  (i)  the  date  of  the  declaration  by  the  SEC  of the
effectiveness  of  a registration statement under the Securities Act of 1933, as
amended  (the  "Securities  Act")  covering  resales  of  this  Note  (which
effectiveness  shall  not  have  been suspended or terminated at the date of the
transfer)  and  (ii)  April  24,  2000, the undersigned confirms that it has not
utilized  any general solicitation or general advertising in connection with the
transfer  and  that  this  Note  is  being  transferred:

                                     A-2-13
<PAGE>


                                   [Check One]


(1)     ___     to  the  Company  or  a  subsidiary  thereof;  or


(2)     ___     pursuant  to  and  in  compliance  with  Rule  144A  under
                the  Securities  Act;  or


(3)     ___     to  an  institutional  "accredited  investor"  (as
               defined  in  Rule  501(a)(1),  (2),  (3)  or  (7)  under
               the  Securities  Act)  that  has  furnished  to  the
               Trustee  a  signed  letter  containing  certain
               representations  and  agreements  (the  form  of  which
               letter  can  be  obtained  from  the  Trustee);  or

(4)     ___     outside  the  United  states  to  a  "foreign  person"  in
                compliance  with  Rule  904  of  Regulation  S  under  the
                Securities  Act;  or

(5)     ___     pursuant  to  the  exemption  from  registration
                provided  by  Rule  144  under  the  Securities  Act;  or

(6)     ___     pursuant  to  an  effective  registration  statement
                under  the  Securities  Act;  or

(7)     ___     pursuant  to  another  available  exemption  from  the
                registration  requirements  of  the  Securities  Act;

and  unless the box below is checked, the undersigned confirms that such Note is
not  being  transferred  to an "affiliate" of the Company as defined in Rule 144
under  the  Securities  Act  of  1933,  as  amended  (an  "Affiliate"):

        ___     The  transferee  is  an  Affiliate  of  the  Company.

Unless  one  of the items is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (3), (4), (5) or (7) is checked,
the  Company  or the Trustee may require, prior to registering any such transfer
of  the  Notes,  in  its  sole  discretion,  such legal opinions, certifications
(including  an  investment  letter  in  the  case  of  box (3) or (4)) and other
information  as  the  Trustee or the Company has reasonably requested to confirm
that  such  transfer  is  being  made  pursuant  to  an  exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                     A-2-14
<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated  to register this Note in the name of any person other than the Holder
hereof  unless and until the conditions to any such transfer of registration set
forth  herein  and  in  Section 2.17 of the Indenture shall have been satisfied.



Dated:  _____________________     Signed:    _____________________
                                          (Sign  exactly  as  name
                                           appears  on  the  other
                                           side  of  this  Security)



Signature  Guarantee:  _________________________________________
                       -----------------------------------------


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within  the  meaning of Rule 144A under the Securities Act and is aware that the
sale  to  it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it  is  aware  that  the  transferor is relying upon the undersigned's foregoing
representations  in  order  to claim the exemption from registration provided by
Rule  144A.



Dated:  _____________________     ______________________________
        ---------------------      -----------------------------
                                   NOTICE: To  be  executed  by
                                     an  executive  officer

                                     A-2-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

If  you  want  to  elect  to have this Note purchased by the Company pursuant to
Section  4.6  or  Section  4.8  of  the  Indenture,  check  the appropriate box:

Section  4.6  [    ]  Section  4.8  [    ]

If  you  want  to  elect to have only part of this Note purchased by the Company
pursuant  to  Section  4.6  or  Section  4.8 of the Indenture, state the amount:
$___________
     -------



Dated:  _______________     Signed:  _______________________
        ---------------              -----------------------
                                    (Sign  exactly  as  name
                                    appears  on  the  other
                                       side  of  this  Note)



Signature  Guarantee:           ___________________________________
                                -----------------------------------
                           Participant  in  a  recognized  Signature
                               Guarantee Medallion Program (or other
                           signature  guarantor  program  reasonably
                                     acceptable  to  the  Trustee)


                                     A-2-16
<PAGE>


                                                                     EXHIBIT B-1
                                                                     -----------

                       [FORM OF EXCHANGE FIXED RATE NOTE]

                        EYE CARE CENTERS OF AMERICA, INC.
                    9 1/8% Senior Subordinated Note due 2008


                                                                       CUSIP No.

No.     $

EYE  CARE  CENTERS  OF  AMERICA, INC., a Texas corporation (the "Company", which
term  includes any successor corporation), for value received promises to pay to
or  registered  assigns,  the  principal  sum  of  $  Dollars,  on  May 1, 2008.

Interest  Payment  Dates:  May  1  and  November 1, commencing November 1, 1998.

Interest  Record  Dates:  April  15  and  October  15.

Reference is made to the further provisions of this Note contained herein, which
will  for  all  purposes  have  the  same  effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile  by  its  duly  authorized  officers.

Dated:
                                               EYE CARE CENTERS OF AMERICA, INC.



                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:




                                                By: ____________________________
                                                    ----------------------------
                                                                           Name:
                                                                          Title:

                                      B-1-1
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


This  is  one  of the 9 1/8% Senior Subordinated Notes due 2008 described in the
within-mentioned  Indenture.


Dated:                      UNITED  STATES  TRUST  COMPANY  OF
                                    NEW YORK,
                                    as  Trustee




                          By:     _________________________
                                  -------------------------
                                    Authorized  Signatory



                                      B-1-2
<PAGE>


                              (REVERSE OF SECURITY)

                        EYE CARE CENTERS OF AMERICA, INC.


                         9 1/8% Senior Subordinated Note
                                    due 2008


1.  Interest.
    --------

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above.  The  Company  will pay interest semi-annually on May 1 and November 1 of
each  year (the "Interest Payment Date"), commencing November 1, 1998.  Interest
on  this  Note  will accrue from the most recent date to which interest has been
paid  or,  if no interest has been paid, from the date of issuance.  Interest on
this  Note  will  be  computed  on  the basis of a 360-day year of twelve 30-day
months.

The  Company shall pay interest on overdue principal from time to time on demand
at  the rate borne by this Note and on overdue installments of interest (without
regard  to  any  applicable  grace  periods)  to  the  extent  lawful.

2.  Method  of  Payment.
    -------------------

The  Company  shall pay interest on the Notes (except defaulted interest) to the
persons  who are the registered Holders at the close of business on the Interest
Record  Date  immediately  preceding the Interest Payment Date even if the Notes
are  canceled on registration of transfer or registration of exchange after such
Interest Record Date.  Holders must surrender Notes to a Paying Agent to collect
principal  payments.  The  Company  shall pay principal and interest in money of
the  United  States  that  at the time of payment is legal tender for payment of
public  and  private  debts ("U.S. Legal Tender").  However, the Company may pay
principal  and  interest by wire transfer of Federal funds, or interest by check
payable  in  such  U.S. Legal Tender.  The Company may deliver any such interest
payment  to  the Paying Agent or to a Holder at the Holder's registered address.

3.  Paying  Agent  and  Registrar.
    -----------------------------

Initially,  United  States Trust Company of New York (the "Trustee") will act as
Paying  Agent and Registrar.  The Company may change any Paying Agent, Registrar
or  co-Registrar  without  notice  to  the  Holders.

                                      B-1-3
<PAGE>

4.  Indenture.
    ---------

The Company issued the Notes under an Indenture, dated as of April 24, 1998 (the
"Indenture"),  among  the Company, the Guarantors named therein and the Trustee.
This  Note  is one of a duly authorized issue of Notes of the Company designated
as  its 9 1/8% Senior Subordinated Notes due 2008 (the "Fixed Rate Notes").  The
"Notes"  include the Fixed Rate Notes and the Floating Rate Notes (as defined in
the Indenture).  The Fixed Rate Notes and the Floating Rate Notes are treated as
a  single  class of securities under the Indenture unless otherwise specified in
the  Indenture.  Capitalized  terms  herein are used as defined in the Indenture
unless otherwise defined herein.  The terms of the Notes include those stated in
the  Indenture  and  those  made part of the Indenture by reference to the Trust
Indenture  Act  of 1939 (15 U.S.C.    77aaa-77bbbb) (the "TIA"), as in effect on
the date of the Indenture.  Notwithstanding anything to the contrary herein, the
Notes  are  subject  to all such terms, and Holders of Notes are referred to the
Indenture  and  the  TIA  for  a  statement  of  them.  The  Notes  are  general
obligations  of  the  Company  limited  in  aggregate  principal  amount  to
$150,000,000.

5.  Subordination.
    -------------

The  Notes are subordinated in right of payment, in the manner and to the extent
set  forth  in  the  Indenture,  to  the  prior  payment in full in cash or Cash
Equivalents  of  all  Senior Indebtedness of the Company, whether outstanding on
the  date  of  the  Indenture  or  thereafter  created,  incurred,  assumed  or
guaranteed.  Each  Holder  by  his  acceptance hereof agrees to be bound by such
provisions  and  authorizes and expressly directs the Trustee, on his behalf, to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  provided  for  in  the  Indenture  and  appoints  the Trustee his
attorney-infact  for  such  purposes.

6.  Optional  Redemption.
    --------------------

(a)  The  Fixed Rate Notes will be redeemable, at the Company's option, in whole
at  any  time  or  in part from time to time, on and after May 1, 2003, upon not
less  than  30 nor more than 60 days' notice, at the following redemption prices
(expressed  as  percentages  of  the  principal  amount)  if redeemed during the
twelve-month  period  commencing on May 1 of the years set forth below, plus, in
each  case,  accrued  and  unpaid  interest  thereon,  if  any,  to  the date of
redemption:

                                      B-1-4
<PAGE>

Year                            Percentage
----                            ----------

2003                              104.563%
2004                              103.042%
2005                              101.521%
2006  and  thereafter             100.000%

     (b)  At  any  time,  or  from time to time, on or prior to May 1, 2001, the
Company  may,  at  its  option,  use the net cash proceeds of one or more Equity
Offerings  to  redeem  up to 35% of the aggregate principal amount of Fixed Rate
Notes  at  a redemption price equal to 109.125% of the principal amount thereof,
plus  accrued  interest to the date of redemption; provided that at least 65% of
the  original  principal  amount  of  Fixed  Rate  Notes  remains  outstanding
immediately  after  any  such  redemption (excluding any of the Fixed Rate Notes
owned  by the Company). In order to effect the foregoing redemption with the net
cash  proceeds  of  any  Equity  Offering,  the  Company  must  mail a notice of
redemption  no  later  than  60  days after the related Equity Offering and must
consummate such redemption within 90 days of the closing of the Equity Offering.
"Equity  Offering"  means  a  sale  of  Qualified  Capital Stock of the Company.

7.  Notice  of  Redemption.
    ----------------------

Notice  of  redemption will be mailed at least 30 days but not more than 60 days
before  the  Redemption  Date  to  each  Holder  of Notes to be redeemed at such
Holder's  registered  address.  Notes in denominations of $1,000 may be redeemed
only  in whole.  The Trustee may select for redemption portions (equal to $1,000
or  any  integral  multiple  thereof)  of  the  principal  of  Notes  that  have
denominations  larger  than  $1,000.

If  any  Note  is  to  be  redeemed  in part only, the notice of redemption that
relates  to such Note shall state the portion of the principal amount thereof to
be  redeemed.  A  new Note in a principal amount equal to the unredeemed portion
thereof  will  be  issued in the name of the Holder thereof upon cancellation of
the  original  Note.  On  and  after the Redemption Date, interest will cease to
accrue  on  Notes  or  portions  thereof  called  for  redemption.

8.  Change  of  Control  Offer.
    --------------------------

Upon the occurrence of a Change of Control Triggering Event, the Company will be
required  to  offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if  any,  thereon  to  the  date  of  purchase.

                                      B-1-5
<PAGE>

9.  Net  Proceeds  Offer.
    --------------------

The  Company  is,  subject  to certain conditions, obligated to make an offer to
purchase  Notes  at  100%  of  their  principal  amount, plus accrued and unpaid
interest,  if  any, thereon to the date of purchase with certain of the Net Cash
Proceeds  of  certain  Asset  Sales  in  accordance  with  the  Indenture.

10.  Denominations;  Transfer;  Exchange.
     -----------------------------------

The  Notes  are  in registered form, without coupons, in denominations of $1,000
and  integral  multiples  of $1,000.  A Holder shall register the transfer of or
exchange  Notes  in  accordance with the Indenture.  The Registrar may require a
Holder,  among  other  things,  to furnish appropriate endorsements and transfer
documents  and  to  pay  certain  transfer taxes or similar governmental charges
payable  in  connection  therewith as permitted by the Indenture.  The Registrar
need  not  register  the  transfer  of or exchange any Notes or portions thereof
selected  for  redemption,  except  the unredeemed portion of any security being
redeemed  in  part.

11.  Persons  Deemed  Owners.
     -----------------------

The  registered  Holder  of  a  Note shall be treated as the owner of it for all
purposes.

12.  Unclaimed  Funds.
     ----------------

If  funds  for  the  payment  of  principal or interest remain unclaimed for two
years,  the  Trustee and the Paying Agent will repay the funds to the Company at
its  request.  After  that,  all  liability of the Trustee and such Paying Agent
with  respect  to  such  funds  shall  cease.

13.  Discharge  Prior  to  Redemption  or  Maturity.
     ----------------------------------------------

The  Company  and  the Guarantors may be discharged from their obligations under
the  Indenture,  the  Notes  and  the  Guarantees  except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained  in  the  Indenture,  the  Notes and the Guarantees, in each case upon
satisfaction  of  certain  conditions  specified  in  the  Indenture.

14.  Amendment;  Supplement;  Waiver.
     -------------------------------

Subject  to  certain exceptions, the Indenture, the Notes and the Guarantees may
be amended or supplemented with the written consent of the Holders of at least a
majority  in  aggregate  principal amount of the Notes then outstanding, and

                                      B-1-6
<PAGE>

any existing Default or Event of Default or compliance with any provision may be
waived  with  the  consent  of  the Holders of a majority in aggregate principal
amount  of  the  Notes  then  outstanding.  Without  notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the Notes and
the  Guarantees  to,  among  other  things,  cure  any  ambiguity,  defect  or
inconsistency,  provide  for  uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the  qualification of the Indenture under the TIA, or make any other change that
does  not  adversely  affect  the  rights  of  any  Holder  of  a  Note.

15.  Restrictive  Covenants.
     ----------------------

The  Indenture  contains  certain  covenants that, among other things, limit the
ability  of  the  Company  and  its  Restricted  Subsidiaries to make restricted
payments,  to  incur  indebtedness,  to  create liens, to sell assets, to permit
restrictions  on  dividends and other payments by Restricted Subsidiaries of the
Company  to  the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates.  The limitations are
subject  to  a  number  of important qualifications and exceptions.  The Company
must  annually  report  to  the  Trustee  on  compliance  with such limitations.

16.  Defaults  and  Remedies.
     -----------------------

If  an  Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of Notes then outstanding may declare
all  the  Notes  to  be  due  and payable immediately in the manner and with the
effect  provided  in  the  Indenture.  Holders  of  Notes  may  not  enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture.  The
Trustee  is  not obligated to enforce the Indenture, the Notes or the Guarantees
unless  it  has  received  indemnity satisfactory to it.  The Indenture permits,
subject  to  certain  limitations  therein  provided,  Holders  of a majority in
aggregate  principal  amount of the Notes then outstanding to direct the Trustee
in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes  notice  of  certain  continuing  Defaults  or  Events  of  Default  if it
determines  that  withholding  notice  is  in  their  interest.

17.  Trustee  Dealings  with  Company.
     --------------------------------

The  Trustee  under  the Indenture, in its individual or any other capacity, may
become  the  owner  or pledgee of Notes and may otherwise deal with the Company,
its

                                      B-1-7
<PAGE>

Subsidiaries  or their respective Affiliates as if it were not the Trustee.

18.  No  Recourse  Against  Others.
     -----------------------------

No  stockholder,  director,  officer,  employee or incorporator, as such, of the
Company  or  any  Guarantor  shall  have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guarantees or the Indenture or for
any  claim  based  on,  in respect of or by reason of, such obligations or their
creation.  Each  Holder  of  a  Note by accepting a Note waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issuance  of  the  Notes.

19.  Authentication.
     --------------

This Note shall not be valid until the Trustee or authenticating agent signs the
certificate  of  authentication  on  this  Note.

20.  Abbreviations  and  Defined  Terms.
     ----------------------------------

Customary  abbreviations  may  be  used  in the name of a Holder of a Note or an
assignee,  such  as:  TEN  COM  (= tenants in common), TEN ENT (= tenants by the
entireties),  JT  TEN  (=  joint  tenants  with right of survivorship and not as
tenants  in  common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

21.  Governing  Law.
     --------------

This  Note  shall  be governed by, and construed in accordance with, the laws of
the  State  of  New  York  but without giving effect to applicable principles of
conflicts  of  laws  to  the  extent that the application of the laws of another
jurisdiction  would  be  required  thereby.

22.  CUSIP  Numbers.
     --------------

Pursuant  to  a  recommendation  promulgated  by  the  Committee on Uniform Note
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the  Notes  as  a convenience to the Holders of the Notes.  No representation is
made as to the accuracy of such numbers as printed on the Notes and reliance may
be  placed  only  on  the  other  identification  numbers  printed  hereon.

                                      B-1-8
<PAGE>


                                 ASSIGNMENT FORM


I  or  we  assign  and  transfer  this  Note  to

_______________________________________________________________________________

_______________________________________________________________________________
(Print  or  type  name,  address  and  zip  code  of  assignee  or  transferee)

_______________________________________________________________________________
(Insert  Social  Security or other identifying number of assignee or transferee)


and irrevocably appoint _________________________________ agent to transfer this
                        ---------------------------------
Note  on  the books of the Company.  The agent may substitute another to act for
him.


Dated:_____________________     Signed:     ____________________
      ---------------------                 --------------------
                                        (Sign  exactly  as  name
                                        appears  on  the  other
                                           side  of  this  Note)

Signature  Guarantee:     __________________________________
                          ----------------------------------
                          Participant  in  a  recognized  Signature
                          Guarantee Medallion Program (or other
                          signature  guarantor  program  reasonably
                          acceptable  to  the  Trustee)

                                      B-1-9
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

If  you  want  to  elect  to have this Note purchased by the Company pursuant to
Section  4.6  or  Section  4.8  of  the  Indenture,  check  the appropriate box:

Section  4.6  [    ]  Section  4.8  [    ]

If  you  want  to  elect to have only part of this Note purchased by the Company
pursuant  to  Section  4.6  or  Section  4.8 of the Indenture, state the amount:
$___________
     -------



Dated:  _______________  ____     Signed:  ______________________
        ---------------------              ----------------------
                                        (Sign  exactly  as  name
                                        appears  on  the  other
                                           side  of  this  Note)


Signature  Guarantee:     ___________________________________
                          -----------------------------------
                          Participant  in  a  recognized  Signature
                          Guarantee Medallion Program (or other
                          signature  guarantor  program  reasonably
                          acceptable  to  the  Trustee)

                                     B-1-10
<PAGE>


                                                                     EXHIBIT B-2
                                                                     -----------


                      [FORM OF EXCHANGE FLOATING RATE NOTE]

                        EYE CARE CENTERS OF AMERICA, INC.

                       Floating Interest Rate Subordinated
                      Term Securities due 2008 (FIRSTSsm(a))


                                                                       CUSIP No.
No.     $

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company" which term
includes  any  successor corporation), for value received, promises to pay to or
registered  assigns,  the  principal  sum  of  $  Dollars,  on  May  1,  2008.

Interest  Payment  Dates:  May  1  and  November 1, commencing November 1, 1998.

Interest  Record  Dates:  April  15  and  October  15.

Reference is made to the further provisions of this Note contained herein, which
will  for  all  purposes  have  the  same  effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile  by  its  duly  authorized  officers.


     Dated:                                    EYE CARE CENTERS OF AMERICA, INC.

                                            By: ________________________________
                                                                           Name:
                                                                          Title:

                                           By:  ________________________________
                                                                           Name:
                                                                          Title:


______________________________
(a)     FIRSTS  is  a  service  mark  of  BT  Alex.  Brown  Incorporated.


                                      B-2-1
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


     This  is one of the Floating Interest Rate Subordinated Term Securities due
2008  described  in  the  within-mentioned  Indenture.


Dated:

                         UNITED STATES TRUST COMPANY OF
                              NEW YORK, as Trustee



                                      By:_____________________
                                          Authorized Signatory


                                      B-2-2
<PAGE>


                              (REVERSE OF SECURITY)

                        EYE CARE CENTERS OF AMERICA, INC.

          Floating Interest Rate Subordinated Term Securities due 2008

1.     Interest.
       --------

EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company"), promises
to  pay  interest  on  the  principal amount of this Note at the rate per annum,
reset semi-annually, equal to LIBOR (as defined below) plus 3.98%, as determined
by the Calculation Agent. Interest on this Note will accrue from the most recent
date  on which interest has been paid or, if no interest has been paid, from the
date  of issuance. The Company will pay interest semi-annually on each May 1 and
November  1 (each, an "Interest Payment Date"), commencing November 1, 1998, for
the  period  commencing  on  and  including  the  immediately preceding Interest
Payment  Date and ending on and including the day immediately preceding the next
succeeding Interest Payment Date (an "Interest Period"), with the exception that
the  first  Interest Period shall commence on and include April 24, 1998 and end
on  and  include October 31, 1998. Interest on this Note will be computed on the
basis  of  a  360-day  year  of  twelve  30-day  months.

The  Company shall pay interest on overdue principal and on overdue installments
of  interest  from  time to time on demand at the rate borne by this Note and on
overdue  installments  of  interest  (without  regard  to  any  applicable grace
periods)  to  the  extent  lawful.

"LIBOR",  with  respect  to an Interest Period, will be the rate (expressed as a
 -----
percentage  per  annum)  for  deposits  in United States dollars for a six-month
period  beginning  on  the  second  London  Banking  Day  (as defined) after the
Determination  Date (as defined) that appears on Telerate Page 3750 (as defined)
as of 11:00 a.m., London time, on the Determination Date.  If Telerate Page 3750
does  not  include  such a rate or is unavailable on a Determination Date, LIBOR
for  the Interest Period shall be the arithmetic mean of the rates (expressed as
a  percentage per annum) for deposits in a Representative Amount (as defined) in
United  States  dollars  for  a  six-month period beginning on the second London
Banking  Day  after  the  Determination Date that appears on Reuters Screen LIBO
Page  (as defined) as of 11:00 a.m., London time, on the Determination Date.  If
Reuters Screen LIBO Page does not include two or more rates or is unavailable on
a  Determination  Date,  the Calculation Agent will request the principal London
office  of  each of four major banks in the London interbank market, as selected
by the Calculation Agent, to provide such bank's offered quotation (expressed as
a  percentage  per  annum), as of approximately 11:00 a.m., London time,

                                      B-2-3
<PAGE>

on  such  Determination  Date, to prime banks in the London interbank market for
deposits  in  a  Representative  Amount in United States dollars for a six-month
period  beginning on the second London Banking Day after the Determination Date.
If  at least two such offered quotations are so provided, LIBOR for the Interest
Period  will  be  the arithmetic mean of such quotations. If fewer than two such
quotations  are  so  provided,  the Calculation Agent will request each of three
major  banks  in New York City, as selected by the Calculation Agent, to provide
such  bank's  rate  (expressed  as  a percentage per annum), as of approximately
11:00  a.m.,  New  York  City  time,  on such Determination Date, for loans in a
Representative  Amount  in United States dollars to leading European banks for a
six-month  period  beginning  on  the  second  London  Banking  Day  after  the
Determination  Date.  If  at least two such rates are so provided, LIBOR for the
Interest  Period  will  be  the arithmetic mean of such rates. If fewer than two
such  rates are so provided, then LIBOR for the Interest Period will be LIBOR in
effect  with  respect  to  the  immediately  preceding  Interest  Period.

"Determination  Date,"  with  respect  to an Interest Period, will be the second
 -------------------
London  Banking  Day  preceding  the  first  day  of  the  Interest  Period.

"London  Banking  Day" is any day in which dealings in United States dollars are
 --------------------
transacted or, with respect to any future date, are expected to be transacted in
the  London  interbank  market.

"Representative  Amount"  means  a  principal  amount  of  not  less  than  U.S.
 ----------------------
$1,000,000 for a single transaction in the relevant market at the relevant time.

"Telerate  Page  3750"  means  the  display designated as "Page 3750" on the Dow
 --------
Jones  Telerate  Service  (or  such  other page as may replace Page 3750 on that
service).

"Reuters  Screen  LIBO  Page" means the display designated as page "LIBO" on The
 ---------------------------
Reuters  Monitor Money Rates Service (or such other page as may replace the LIBO
page  on  that  service).

The  amount  of  interest for each day that this Note is outstanding (the "Daily
Interest Amount") will be calculated by dividing the interest rate in effect for
such day by 360 and multiplying the result by the principal amount of this Note.
The  amount of interest to be paid on this Note for each Interest Period will be
calculated  by  adding  the  Daily Interest Amounts for each day in the Interest
Period.

All percentages resulting from any of the above calculations will be rounded, if
necessary,  to  the  nearest  one

                                      B-2-4
<PAGE>

hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage  point  rounded upwards (e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such
calculations  will  be  rounded  to  the  nearest cent (with one-half cent being
rounded  upwards).

The  interest rate on this Note will in no event be higher than the maximum rate
permitted  by  New  York law as the same may be modified by United States law of
general application. Under current New York law, the maximum rate of interest is
25%  per  annum on a simple interest basis. This limit may not apply to Floating
Rate  Notes  in  which  $2,500,000  or  more  has  been  invested.

The  Calculation Agent will, upon the request of the holder of any Floating Rate
Note, provide the interest rate then in effect with respect to the Floating Rate
Notes. All calculations made by the Calculation Agent in the absence of manifest
error  shall  be  conclusive  for  all  purposes and binding on the Company, the
Guarantors  and  the  Holders  of  the  Floating  Rate  Notes.

2.     Method  of  Payment.
       -------------------

The  Company  shall pay interest on the Notes (except defaulted interest) to the
persons  who are the registered Holders at the close of business on the Interest
Record  Date  immediately  preceding the Interest Payment Date even if the Notes
are  canceled on registration of transfer or registration of exchange after such
Interest  Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the
United  States that at the time of payment is legal tender for payment of public
and  private debts ("U.S. Legal Tender"). However, the Company may pay principal
and  interest by wire transfer of Federal funds, or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying  Agent  or  to  a  Holder  at  the  Holder's  registered  address.

3.     Paying  Agent,  Registrar  and Calculation  Agent.
       --------------------------------------------------
Initially,  United  States Trust Company of New York (the "Trustee") will act as
Paying Agent, Registrar and Calculation Agent. The Company may change any Paying
Agent,  Registrar,  co-Registrar  or  Calculation  Agent  without  notice to the
Holders.

                                      B-2-5
<PAGE>

4.     Indenture.
       ---------

The Company issued the Notes under an Indenture, dated as of April 24, 1998 (the
"Indenture"),  among  the  Company, each of the Guarantors named therein and the
Trustee.  This  Securities  is  one  of  a duly authorized issue of Notes of the
Company  designated  as  its Floating Interest Rate Subordinated Term Securities
due  2008  (the  "Floating  Rate  Notes"). The "Notes" include the Floating Rate
Notes  and the Fixed Rate Notes (as defined in the Indenture). The Floating Rate
Notes and the Fixed Rate Notes are treated as a single class of securities under
the  Indenture  unless  otherwise  specified in the Indenture. Capitalized terms
used  herein  shall  have  the meanings assigned to them in the Indenture unless
otherwise  defined  herein.  The  terms of the Notes include those stated in the
Indenture  and  those  made  part  of  the  Indenture  by reference to the Trust
Indenture  Act of 1939 (15 U.S.C. 77aaa-77bbbb) (the "TIA"), as in effect on the
date  of  the  Indenture.  Notwithstanding  anything to the contrary herein, the
Notes  are  subject  to all such terms, and Holders of Notes are referred to the
Indenture and the TIA for a statement of them. The Notes are general obligations
of  the  Company  limited  in  aggregate  principal  amount  to  $150,000,000.

5.     Subordination.
       -------------

The  Notes are subordinated in right of payment, in the manner and to the extent
set  forth  in  the  Indenture,  to  the  prior  payment in full in cash or Cash
Equivalents  of  all  Senior Indebtedness of the Company, whether outstanding on
the  date  of  the  Indenture  or  thereafter  created,  incurred,  assumed  or
guaranteed.  Each  Holder  by  his  acceptance hereof agrees to be bound by such
provisions  and  authorizes and expressly directs the Trustee, on his behalf, to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  provided  for  in  the  Indenture  and  appoints  the Trustee his
attorney-infact  for  such  purposes.

6.     Optional  Redemption.
       --------------------

The Floating Rate Notes will be redeemable, at the Company's option, in whole at
any  time  or  in part from time to time, upon not less than 30 nor more than 60
days'  notice,  at  the following redemption prices (expressed as percentages of
the  principal  amount  thereof)  if  redeemed  during  the  twelve-month period
commencing on May 1 of the year set forth below, plus, in each case, accrued and
unpaid  interest  thereon,  if  any,  to  the  date  of  redemption:


                                      B-2-6
<PAGE>


Year                                 Percentage
----                                 ----------

1998                                   105.000%
1999                                   104.000%
2000                                   103.000%
2001                                   102.000%
2002                                   101.000%
2003  and  thereafter                  100.000%


7.     Notice  of  Redemption.
       ----------------------

Notice  of  redemption will be mailed at least 30 days but not more than 60 days
before  the  Redemption  Date  to  each  Holder  of Notes to be redeemed at such
Holder's  registered  address.  Notes in denominations larger than $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions (equal to
$1,000  or  any  integral  multiple thereof) of the principal of Notes that have
denominations  larger  than  $1,000.

If  any  Note  is  to  be  redeemed  in part only, the notice of redemption that
relates  to such Note shall state the portion of the principal amount thereof to
be  redeemed.  A  new Note in a principal amount equal to the unredeemed portion
thereof  will  be  issued in the name of the Holder thereof upon cancellation of
the  original  Note.  On  and  after the Redemption Date, interest will cease to
accrue  on  Notes  or  portions  thereof  called  for  redemption.

8.     Change  of  Control  Offer.
       --------------------------

Upon the occurrence of a Change of Control Triggering Event, the Company will be
required  to  offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if  any,  thereon  to  the  date  of  purchase.

9.     Net  Proceeds  Offer.
       --------------------

The  Company  is,  subject  to certain conditions, obligated to make an offer to
purchase  Notes  at  100%  of  their  principal  amount, plus accrued and unpaid
interest,  if  any, thereon to the date of purchase with certain of the Net Cash
Proceeds  of  certain  Asset  Sales  in  accordance  with  the  Indenture.

10.     Denominations;  Transfer;  Exchange.
        -----------------------------------

The  Notes  are  in registered form, without coupons, in denominations of $1,000
and  integral  multiples  of  $1,000. A Holder shall register the transfer of or
exchange  Notes  in  accordance  with the Indenture. The Registrar may require a
Holder,  among  other  things,  to furnish appropriate

                                      B-2-7
<PAGE>

endorsements and transfer documents and to pay certain transfer taxes or similar
governmental  charges  payable  in  connection  therewith  as  permitted  by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
or  portions  thereof  selected for redemption, except the unredeemed portion of
any  security  being  redeemed  in  part.

11.     Persons  Deemed  Owners.
        -----------------------

The  registered  Holder  of  a  Note shall be treated as the owner of it for all
purposes.

12.     Unclaimed  Funds.
        ----------------

If  funds  for  the  payment  of  principal or interest remain unclaimed for two
years,  the  Trustee and the Paying Agent will repay the funds to the Company at
its request. After that, all liability of the Trustee and such Paying Agent with
respect  to  such  funds  shall  cease.

13.     Discharge  Prior  to  Redemption  or  Maturity.
        ----------------------------------------------

The  Company  and  the Guarantors may be discharged from their obligations under
the  Indenture,  the  Notes  and  the  Guarantees  except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained  in  the  Indenture,  the  Notes and the Guarantees, in each case upon
satisfaction  of  certain  conditions  specified  in  the  Indenture.

14.     Amendment;  Supplement;  Waiver.
        -------------------------------

Subject  to  certain exceptions, the Indenture, the Notes and the Guarantees may
be amended or supplemented with the written consent of the Holders of at least a
majority  in  aggregate  principal amount of the Notes then outstanding, and any
existing  Default  or  Event  of Default or compliance with any provision may be
waived  with  the  consent  of  the Holders of a majority in aggregate principal
amount  of  the  Notes  then  outstanding.  Without  notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the Notes and
the  Guarantees  to,  among  other  things,  cure  any  ambiguity,  defect  or
inconsistency,  provide  for  uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the  qualification of the Indenture under the TIA, or make any other change that
does  not  adversely  affect  the  rights  of  any  Holder  of  a  Note.

15.     Restrictive  Covenants.
        ----------------------

The  Indenture  contains  certain  covenants that, among other things, limit the
ability  of  the  Company  and  its

                                      B-2-8
<PAGE>

Restricted  Subsidiaries  to make restricted payments, to incur indebtedness, to
create  liens,  to  sell  assets,  to permit restrictions on dividends and other
payments  by  Restricted  Subsidiaries  of  the  Company  to  the  Company,  to
consolidate,  merge  or sell all or substantially all of its assets or to engage
in  transactions  with  affiliates.  The  limitations are subject to a number of
important qualifications and exceptions. The Company must annually report to the
Trustee  on  compliance  with  such  limitations.

16.     Defaults  and  Remedies.
        -----------------------

If  an  Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of Notes then outstanding may declare
all  the  Notes  to  be  due  and payable immediately in the manner and with the
effect  provided  in  the  Indenture.  Holders  of  Notes  may  not  enforce the
Indenture,  the Notes or the Guarantees except as provided in the Indenture. The
Trustee  is  not obligated to enforce the Indenture, the Notes or the Guarantees
unless  it  has  received  indemnity  satisfactory to it. The Indenture permits,
subject  to  certain  limitations  therein  provided,  Holders  of a majority in
aggregate  principal  amount of the Notes then outstanding to direct the Trustee
in  its exercise of any trust or power. The Trustee may withhold from Holders of
Notes  notice  of  certain  continuing  Defaults  or  Events  of  Default  if it
determines  that  withholding  notice  is  in  their  interest.

17.     Trustee  Dealings  with  Company.
        --------------------------------

The  Trustee  under  the Indenture, in its individual or any other capacity, may
become  the  owner  or pledgee of Notes and may otherwise deal with the Company,
its  Subsidiaries  or their respective Affiliates as if it were not the Trustee.

18.     No  Recourse  Against  Others.
        -----------------------------

No  stockholder,  director,  officer,  employee or incorporator, as such, of the
Company  or  any  Guarantor  shall  have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guarantees or the Indenture or for
any  claim  based  on,  in respect of or by reason of, such obligations or their
creation. Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of  the  Notes.

                                      B-2-9
<PAGE>

19.     Authentication.
        --------------

This Note shall not be valid until the Trustee or authenticating agent signs the
certificate  of  authentication  on  this  Note.

20.     Abbreviations  and  Defined  Terms.
        ----------------------------------

Customary  abbreviations  may  be  used  in the name of a Holder of a Note or an
assignee,  such  as:  TEN  COM  (= tenants in common), TEN ENT (= tenants by the
entireties),  JT  TEN  (=  joint  tenants  with right of survivorship and not as
tenants  in  common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

21.     Governing  Law.
        --------------

This  Note  shall  be governed by, and construed in accordance with, the laws of
the  State  of  New  York  but without giving effect to applicable principles of
conflicts  of  laws  to  the  extent that the application of the laws of another
jurisdiction  would  be  required  thereby.

22.     CUSIP  Numbers.
        --------------

Pursuant  to  a  recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the  Notes  as  a  convenience to the Holders of the Notes. No representation is
made as to the accuracy of such numbers as printed on the Notes and reliance may
be  placed  only  on  the  other  identification  numbers  printed  hereon.


                                     B-2-10
<PAGE>

                                 ASSIGNMENT FORM

I  or  we  assign  and  transfer  this  Note  to

______________________________________________________________________________

_______________________________________________________________________________
(Print  or  type  name,  address  and  zip  code  of  assignee  or  transferee)

________________________________________________________________________________
(Insert  Social  Security or other identifying number of assignee or transferee)

and irrevocably appoint ______________________________________ agent to transfer
this  Note on the books of the Company.  The agent may substitute another to act
for  him.

Dated:  ________________  Signed:     ________________________
       ----------------            ---------------------------
                                      (Sign  exactly  as  name
                                       appears  on  the  other
                                        side  of  this  Note)


Signature  Guarantee:        ___________________________________
                          --------------------------------------
                          Participant  in  a  recognized  Signature
                             Guarantee Medallion Program (or other
                          signature  guarantor  program  reasonably
                                acceptable  to  the  Trustee)

                                     B-2-11
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section  4.6  or  Section  4.8  of  the  Indenture,  check  the appropriate box:

Section  4.6  [      ]  Section  4.8  [      ]

     If  you  want  to  elect  to  have  only part of this Note purchased by the
Company  pursuant  to  Section  4.6  or  Section 4.8 of the Indenture, state the
amount:  $___________


Dated:  _________________  Signed:  _________________________
        -----------------             -----------------------
                                     (Sign  exactly  as  name
                                      appears  on  the  other
                                       side  of  this  Note)


Signature  Guarantee:     _____________________________________
                          -------------------------------------
                             Guarantee Medallion Program (or other
                          signature  guarantor  program  reasonably
                                acceptable  to  the  Trustee)

                                     B-2-12
<PAGE>


                                                                       EXHIBIT C
                                                                       ---------

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors
                    -----------------------------------------


                                                          [          ], [      ]


United  States  Trust  Company
     of  New  York
114  West  47th  Street,  25th  Floor
New  York,  NY  10036
Attention:  Corporate  Trust  Administration

Re:  Eye  Care  Centers  of  America,  Inc.  (the  "Company")  9  1/8%  Senior
     Subordinated  Notes  due 2008 (the "Fixed Rate Notes") or Floating Interest
     Rate  Subordinated Term Securities due 2008 (the "Floating Rate Notes," and
     together  with  the  Fixed  Rate  Notes,  the  "Notes")

Ladies  and  Gentlemen:

     In  connection  with  our proposed purchase of [Fixed Rate Notes] [Floating
Rate  Notes]  of  Eye  Care Centers of America, Inc. (the "Company"), we confirm
that:

1.  We  have  received  a  copy  of  the  Offering  Memorandum  (the  "Offering
Memorandum"),  dated  April  17,  1998  relating  to  the  Notes  and such other
information  as  we  deem necessary in order to make our investment decision. We
acknowledge  that  we  have  read  and  agreed  to  the  matters stated on pages
(i)-(iii)  of  the  Offering  Memorandum  and  in the section entitled "Transfer
Restrictions"  of  the  Offering  Memorandum,  including  the  restrictions  on
duplication  and  circulation  of  the  Offering  Memorandum.

2. We understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture relating to the Notes (as
described in the Offering Memorandum) and the undersigned agrees to be bound by,
and  not  to resell, pledge or otherwise transfer the Notes except in compliance
with,  such  restrictions  and  conditions  and  the  Securities Act of 1933, as
amended  (the  "Securities  Act").

3.  We  understand that the offer and sale of the Notes have not been registered
under  the  Securities Act, and that the Notes may not be offered or sold except
as  permitted  in  the  following  sentence.  We agree, on our own behalf and on

                                      C-1
<PAGE>


behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell or otherwise transfer any Notes prior to the date which is two years
after  the original issuance of the Notes, we will do so only (i) to the Company
or  any  of  its  subsidiaries, (ii) inside the United States in accordance with
Rule  144A  under  the  Securities  Act to a "qualified institutional buyer" (as
defined  in  Rule 144A under the Securities Act), (iii) inside the United States
to an institutional "accredited investor" (as defined below) that, prior to such
transfer,  furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee (as defined in the Indenture relating to the Notes), a signed letter
containing  certain  representations and agreements relating to the restrictions
on transfer of the Notes, (iv) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (v) pursuant to the exemption from
registration  provided  by  Rule 144 under the Securities Act (if available), or
(vi)  pursuant  to an effective registration statement under the Securities Act,
and  we  further agree to provide to any person purchasing any of the Notes from
us  a notice advising such purchaser that resales of the Notes are restricted as
stated  herein.

4. We are not acquiring the Notes for or on behalf of, and will not transfer the
Notes  to,  any pension or welfare plan (as defined in Section 3 of the Employee
Retirement  Income  Security  Act  of  1974), except as permitted in the section
entitled  "Transfer  Restrictions"  of  the  Offering  Memorandum.
5.  We understand that, on any proposed resale of any Notes, we will be required
to furnish to the Trustee and the Company such certification, legal opinions and
other  information  as  the  Trustee  and  the Company may reasonably require to
confirm  that  the  proposed  sale  complies with the foregoing restrictions. We
further  understand  that  the  Notes  purchased by us will bear a legend to the
foregoing  effect.

6.  We are an institutional "accredited investor" (as defined in Rule 501(a)(1),
(2),  (3)  or  (7)  of  Regulation  D  under  the  Securities Act) and have such
knowledge  and  experience in financial and business matters as to be capable of
evaluating  the  merits and risks of our investment in the Notes, and we and any
accounts  for which we are acting are each able to bear the economic risk of our
or  their  investment,  as  the  case  may  be.

7. We are acquiring the Notes purchased by us for our account or for one or more
accounts (each of which is an institutional "accredited investor") as to each of
which  we  exercise  sole  investment  discretion.

                                      C-2
<PAGE>

You  and  the  Company are entitled to rely upon this letter and are irrevocably
authorized  to  produce  this letter or a copy hereof to any interested party in
any  administrative  or legal proceeding or official inquiry with respect to the
matters  covered  hereby.


Very  truly  yours,


                          By:__________________________
                                      Name:
                                     Title:


                                      C-3
<PAGE>


                                                                     EXHIBIT D
                                                                     ---------


                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                               Pursuant to Regulation S
                          -----------------------------


                                                      [           ], [       ]


United  States  Trust  Company
     of  New  York
114  West  47th  Street,  25th  Floor
New  York,  NY  10036
Attention:  Corporate  Trust  Administration

Re:  Eye  Care  Centers  of  America,  Inc.  (the  "Company")  9  1/8%  Senior
     Subordinated  Notes  due 2008 (the "Fixed Rate Notes") or Floating Interest
     Rate  Subordinated Term Securities due 2008 (the "Floating Rate Notes," and
     together  with  the  Fixed  Rate  Notes,  the  "Notes")

Ladies  and  Gentlemen:

     In  connection  with  our proposed sale of $__________  aggregate principal
amount  of  the  [Fixed  Rate Notes] [Floating Rate Notes], we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under the
U.S.  Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  and,
accordingly,  we  represent  that:

(1)  the  offer  of  the  Notes  was  not made to a person in the United States;

(2)  either  (a)  at  the  time the buy offer was originated, the transferee was
outside  the  United States or we and any person acting on our behalf reasonably
believed  that  the  transferee  was  outside  the  United  States,  or  (b) the
transaction  was  executed  in,  on  or  through  the facilities of a designated
off-shore  securities  market and neither we nor any person acting on our behalf
knows  that  the  transaction  has  been pre-arranged with a buyer in the United
States;

(3)  no  directed  selling  efforts  have  been  made  in  the  United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as  applicable;

                                      D-1
<PAGE>


(4)  the  transaction  is not part of a plan or scheme to evade the registration
requirements  of  the  Securities  Act;  and

(5)  we  have  advised the transferee of the transfer restrictions applicable to
the  Notes.

     You  and  the  Company  are  entitled  to  rely  upon  this  letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party  in  any  administrative  or  legal  proceedings  or official inquiry with
respect  to  the matters covered hereby. Terms used in this certificate have the
meanings  set  forth  in  Regulation  S.


                                               Very truly yours,
                                             [Name of Transferor]



                                      By:____________________________
                                           Authorized  Signature



                                      D-2
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                                    GUARANTEE
                                    ---------

For  value  received,  the  undersigned  hereby  unconditionally  guarantees, as
principal  obligor and not only as a surety, to the Holder of this Note the cash
payments in United States dollars of principal of, premium, if any, and interest
on  this  Note  in  the  amounts  and  at the times when due and interest on the
overdue  principal,  premium,  if  any,  and  interest, if any, of this Note, if
lawful,  and  the payment or performance of all other obligations of the Company
under  the Indenture (as defined below) or the Notes, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and limitations
of  this  Note,  Articles  XI  and XII of the Indenture and this Guarantee. This
Guarantee  will  become effective in accordance with Article XI of the Indenture
and its terms shall be evidenced therein. The validity and enforceability of any
Guarantee  shall  not  be  affected  by  the  fact that it is not affixed to any
particular  Note.

Capitalized  terms  used but not defined herein shall have the meanings ascribed
to  them  in the Indenture dated as of April 24, 1998, among Eye Care Centers of
America,  Inc.,  a  Texas corporation, as issuer (the "Company"), the Guarantors
named  therein  and  United  States  Trust  Company of New York, as trustee (the
"Trustee"),  as  amended  or  supplemented  (the  "Indenture").

The  obligations  of  the undersigned to the Holders of Notes and to the Trustee
pursuant  to this Guarantee and the Indenture are expressly set forth in Article
XI  of  the Indenture, and are expressly subordinated in right of payment to the
prior  payment  in  full of all Guarantor Senior Indebtedness (as defined in the
Indenture)  to  the  extent  set  forth  in  Article  XII  of the Indenture, and
reference is hereby made to the Indenture for the precise terms of the Guarantee
and  all  of  the  other  provisions  of  the  Indenture to which this Guarantee
relates.

THIS  GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF  THE  STATE  OF  NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.  The  undersigned  Guarantor hereby agrees to submit to the jurisdiction of
the  courts  of the State of New York in any action or proceeding arising out of
or  relating  to  this  Guarantee.

This  Guarantee is subject to release upon the terms set forth in the Indenture.

                                      E-1
<PAGE>


IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly executed.


Date:

                                                 ENCLAVE ADVANCEMENT GROUP, INC.
                                                  ECCA MANAGED VISION CARE, INC.
                                                      VISIONWORKS HOLDINGS, INC.
                                                               VISIONWORKS, INC.
                                                    VISIONWORKS PROPERTIES, INC.
                                                         EYE CARE HOLDINGS, INC.
                                               VISIONARY RETAIL MANAGEMENT, INC.
                                                      VISIONARY PROPERTIES, INC.
                                                             VISIONARY MSO, INC.
                                                           THE SAMIT GROUP, INC.
                                                                 HOUR EYES, INC.
                                                            SKYLAB OPTICAL, INC.
                                              METROPOLITAN VISION SERVICES, INC.


                                             By:________________________________
                                                                           Name:
                                                                          Title:



                                             By:________________________________
                                                                           Name:
                                                                          Title:

                                      E-2
<PAGE>