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                                   Exhibit 4.3





                    CORNERSTONE MINISTRIES INVESTMENTS, INC.

                                       AND

                              TRINITY TRUST COMPANY



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



                                 Trust Indenture

                           Dated as of April 29, 2003

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



                                 $50,000,000.00

                          Certificates of Indebtedness






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                                TABLE OF CONTENTS

ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE
         Section 1.01    Definitions
         Section 1.02    Other Definitions
         Section 1.03    Incorporation by Reference of Trust Indenture Act.
         Section 1.04    Rules of Construction.
ARTICLE 2 - THE SECURITIES
         Section 2.01    Form and Dating.
         Section 2.02    Execution and Authentication.
         Section 2.03    Agents.
         Section 2.04    Security Owner Lists.
         Section 2.05    Registration, Transfer and Exchange.
         Section 2.06    Replacement Securities.
         Section 2.07    Outstanding Securities.
         Section 2.08    Temporary Securities.
         Section 2.09    Cancellation.
         Section 2.10    Defaulted Interest.
         Section 2.11    Book Entry Form.
ARTICLE 3  - REDEMPTION
         Section 3.01    Notices to Paying Agent.
         Section 3.02    Selection of Securities to be Redeemed.
         Section 3.03    Notice of Redemption.
         Section 3.04    Deposit of Redemption Price.
         Section 3.05    Effect of Notice of Redemption.
         Section 3.06    Securities Redeemed in Part.
ARTICLE 4 - COVENANTS
         Section 4.01    Payment of Securities.
         Section 4.02    Books and Records.
         Section 4.03    Use of Proceeds.
         Section 4.04    Corporate Existence.
         Section 4.05    Compliance Certificate.
         Section 4.06    SEC Reports.
         Section 4.07    Notices of Certain Events.
ARTICLE 5 - SUCCESSOR CORPORATION
         Section 5.01    When Corporation May Merge, etc.
ARTICLE 6 - DEFAULTS AND REMEDIES
         Section 6.01    Events of Default.
         Section 6.02    Acceleration.
         Section 6.03    Remedies.
         Section 6.04    Waiver of Past Defaults.
         Section 6.05    Control by Majority.
         Section 6.06    Limitation on Suits.
         Section 6.07    Rights of Owners to Receive Payment.
         Section 6.08    Limited Liability.
         Section 6.09    Trustee May File Proofs of Claim.


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         Section 6.10    Priorities.
         Section 6.11    Undertaking for Costs.
         Section 7.02    Rights of Trustee, Paying Agent and Registrar.
         Section 7.03    Disclaimers.
         Section 7.04    Individual Rights of Trustee, Paying Agent and
                           Registrar.
         Section 7.05    Notice of Defaults.
         Section 7.06    Reports by Trustee to Owners.
         Section 7.07    Compensation and Indemnity.
         Section 7.08    Replacement of Trustee, Paying Agent or Registrar.
         Section 7.09    Successor by Merger, etc.
         Section 7.10    Eligibility; Disqualification.
         Section 7.11    Preferential Collection of Claims Against Corporation.
ARTICLE 8 - DISCHARGE OF INDENTURE
         Section 8.01    Termination of Corporation's Obligations.
         Section 8.02    Application of Trust Money.
         Section 8.03    Repayment to Corporation.
ARTICLE 9 - AMENDMENTS, SUPPLEMENTS AND WAIVERS
         Section 9.01    Without Consent of Owners.
         Section 9.02    With Consent of Owners.
         Section 9.03    Revocation and Effect of Consents.
         Section 9.04    Notation on or Exchange of Securities.
         Section 9.05    Trustee to Sign Amendments, etc.
         Section 9.06    Future Certificates.
         Section 9.07    Compliance with Trust Indenture Act.
ARTICLE 10 - MISCELLANEOUS
         Section 10.01   Notices.
         Section 10.02   Communications by Security Owners with Other Security
                           Owners.
         Section 10.03   Certificate and Opinion as to Conditions Precedent.
         Section 10.04   Statements Required in Certificate or Opinion.
         Section 10.05   When Securities Disregarded.
         Section 10.06   Rules by Trustee, Paying Agent, Registrar.
         Section 10.07   Legal Holidays.
         Section 10.08   Governing Law.
         Section 10.09   No Adverse Interpretation of Other Agreements.
         Section 10.10   No Recourse Against Others.
         Section 10.11   Successors.
         Section 10.12   Duplicate Originals.
         Section 10.13   Trust Indenture Act Controls.

<PAGE>


                    CORNERSTONE MINISTRIES INVESTMENTS, INC.
           Reconciliation and Tie between Trust Indenture Act of 1939
                  and the Indenture dated as of April 29, 2003

Trust Indenture Act Section                               AIndenture Section
---------------------------                               ------------------
       ss. 310(a)(1)                                           7.10
         (a)(2)                                                7.10
         (a)(3)                                                N.A.
         (a)(4)                                                3.06
         (b)                                                   7.08; 7.10; 10.01
         (c)                                                   N.A.
       ss. 311(a)                                              7.11
         (b)                                                   7.11
         (c)                                                   N.A.
       ss. 312(a)                                              2.04
         (b)                                                   10.02
         (c)                                                   10.02
       ss. 313(a)                                              7.06
         (b)                                                   7.06; 10.01
         (c)(1)                                                2.04; 7.06; 10.01
         (c)(2)                                                N.A.
         (c)(3)                                                2.04; 7.06; 10.01
         (d)                                                   7.06
       ss. 314(a)                                              4.06, 10.01
         (b)                                                   N.A.
         (c)(1)                                                10.03
         (c)(2)                                                10.03
         (c)(3)                                                N.A.
         (d)                                                   N.A.
         (e)                                                   10.04
         (f)                                                   N.A.
       ss. 315(a)                                              7.01(2)
         (b)                                                   7.05; 10.01
         (c)                                                   7.01(1)
         (d)                                                   7.01(3)
         (e)                                                   6.11
       ss. 316(a)(last sentence)                               10.05
         (a)(1)(A)                                             6.05
         (a)(1)(B)                                             6.04
         (a)(2)                                                N.A.
         (b)                                                   6.07
       ss. 317(a)(1)                                           6.03
         (a)(2)                                                6.09
         (b)                                                   8.02; 10.01
       ss. 318(a)                                              10.13


N.A. means Not Applicable.
NOTE: This Reconciliation and Tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                 TRUST INDENTURE

TRUST  INDENTURE  dated as of  April  29,  2003,  among  CORNERSTONE  MINISTRIES
INVESTMENTS,  INC., a Georgia  corporation  ("Corporation"),  formerly  known as
PIF/CORNERSTONE  MINISTRIES  INVESTMENTS,  INC.,  and TRINITY TRUST  COMPANY,  a
Nevada trust company (as "Trustee").

Each party  agrees as  follows  for the  benefit of the other  party and for the
equal  and  ratable  benefit  of the  Owners of the  Corporation's  Certificates
("Securities"):

             ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions

         "Certificate" means any of the certificates of indebtedness issued from
         time to time hereunder.

         "Certificate  Payment  Fund" means the fund  created  with Paying Agent
         into which the Corporation shall pay not less than three (3) days prior
         to any principal and interest paying date an amount  sufficient to make
         all principal and interest payments.

         "Certificated  Security"  means a  Security  represented  by a physical
         certificate.

         "Corporation"  means the party named as such in this Indenture  until a
         successor replaces it and thereafter means the successor.

         "Default" means any event which is, or after notice or lapse of time or
         both  would  be,  an  Event  of  Default.  A  Default  hereunder  shall
         constitute  a default  within the meaning of Section  315(c) of the TIA
         only if and when it constitutes an "Event of Default" hereunder.

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

         "Obligations"  means the  principal  and  interest due and payable with
         respect to Certificates issued pursuant to this Indenture, all expenses
         and fees of  Trustee,  Paying  Agent,  and  Registrar,  and all  debts,
         liabilities  and  obligations  of the  Corporation  to the  Trustee and
         Certificate  Owners related to the Certificates,  however evidenced and
         whether now existing or hereafter incurred, direct or indirect, matured
         or not matured, absolute or contingent,  now due or hereafter to become
         due (including,  without  limitation,  any and all costs and attorneys'
         fees incurred by the Trustee in the  collection,  whether by suit or by
         any  other  means,  of any of the  Obligations)  and the  extension  or
         renewals of any of the foregoing.

         "Officer"  means the  Chairman of the Board,  the  President,  any Vice
         President, the Treasurer, or the Secretary of the Corporation.

         "Officers'  Certificate"  means a certificate signed by two Officers or
         by an Officer and an Assistant  Treasurer or Assistant Secretary of the
         Corporation.


<PAGE>

         "Owner" or "Security Owner" means the person in whose name a Registered
         Security is registered on Registrar's books.

         "Non-certificated   Securities"  means  Securities   registered  as  to
         ownership in book entry form only.

         "Principal"  of a Security  means the amount stated as principal on the
         face of the Security plus, when  appropriate,  the premium,  if any, on
         the Security.

         "Registered  Security"  means  Securities  of  the  Corporation  issued
         pursuant to this Indenture and fully registered on Registrar's books.

         "SEC" means the Securities and Exchange Commission.

         "Securities"  means the  Certificates,  as amended or supplemented from
         time to time.

         "TIA" means the Trust Indenture Act of 1939 (15  U.S.C.ss.ss.77aaa  et.
         seq.) as in effect on the date of this Indenture,  as amended from time
         to time.

         "Trustee"  means the party  named as such in this  Indenture  until the
         Trustee  resigns or a successor  replaces it, and thereafter  means the
         successor.

         "Trust  Officer"  means  the  Chairman  of the  Board,  the  President,
         Executive Vice  President,  Secretary or any other officer or assistant
         officer  of the  Trustee  assigned  by the  Trustee to  administer  its
         corporate trust matters.

Section 1.02      Other Definitions

                  Term                                   Defined in Section
                  ----                                   ------------------
         "Bankruptcy Law"                                     6.01
         "Event of Default"                                   6.01
         "Legal Holiday"                                     10.06
         "U.S. Government Obligations"                        8.01
         "Paying Agent"                                       2.03
         "Registrar"                                          2.03

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

         "Indenture Securities" means the Securities.

         "Obligor" on the Indenture Securities means the Corporation.

         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.


<PAGE>

Section 1.04 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 generally
                            accepted accounting principles;
                  (3)       "or" is not exclusive; and
                  (4)       words in the singular include the plural, and in the
                            plural include the singular.


                           ARTICLE 2 - THE SECURITIES

Section 2.01 Form and Dating.

         The Securities and Registrar's  certificate of authentication  shall be
         substantially in the form of Exhibit A or as otherwise  provided in any
         amendment or supplement  hereto.  The  Securities  may have  notations,
         legends or endorsements  required by law, stock exchange rule or usage.
         The  Corporation  shall  approve  the  form of the  Securities  and any
         notation,  legend or endorsement on them.  Each Security shall be dated
         the date of its authentication.

         As permitted by Section 2.11 hereof,  the Corporation  does not plan to
         issue    Certificated    Securities   but   rather   plans   to   issue
         Non-certificated Securities in book entry form.

Section 2.02 Execution and Authentication.

         Two Officers shall sign the Certificated Securities for the Corporation
         by facsimile  signature.  The Corporation's seal shall be reproduced on
         the  Certificated  Securities.  If an Officer who signed a Certificated
         Security   no  longer   holds  that   office  at  the  time   Registrar
         authenticates  the Certificated  Security,  the  Certificated  Security
         shall be valid nevertheless.

         No Certificated  Security shall be valid until Registrar manually signs
         the  certificate  of  authentication  on the  Certificated  Security or
         authorizes Registrar to register the  Non-certificated  Security in the
         official registry.  The signature shall be conclusive evidence that the
         Security has been authenticated under this Indenture.

         Registrar  shall  authenticate  Securities  for  original  issue in the
         aggregate principal amount of up to $50,000,000 upon a written order of
         the  Corporation  signed  by  two  Officers  or by an  Officer  and  an
         Assistant Treasurer of the Corporation.  The aggregate principal amount
         of Securities  outstanding at any time may be increased pursuant to the
         provisions of Section 9.06 hereof.

Section 2.03 Agents.

         The Corporation shall maintain an office or agency where Securities may
be presented  for  registration  of transfer or for exchange  ("Registrar")  and
where  Securities may be presented for payment  ("Paying  Agent").  Whenever the
Corporation  must  issue or deliver  Certificated  Securities  pursuant  to this
Indenture,  the Registrar shall authenticate the Certificated  Securities at the
Corporation's request. The Trustee is also authorized pursuant to this Indenture
to authenticate  the Securities in substitution of the Registrar and may perform
such  ministerial  function at the request of the  Corporation  in the Trustee's
sole  discretion  and upon such terms and conditions as the Trustee may propose.
The Registrar  shall keep a register of the Securities and of their transfer and
exchange.


<PAGE>

         The  Corporation  may appoint more than one  Registrar or Paying Agent.
         The Corporation shall notify the Trustee of the name and address of any
         Registrar  or  Paying  Agent  not a  party  to this  Indenture.  If the
         Corporation  does not appoint a Registrar or Paying Agent,  the Trustee
         may act as such, under terms and conditions  acceptable to the Trustee.
         The  Corporation  plans to act as Paying Agent but may appoint  another
         person. The Corporation shall promptly advise the Trustee in writing of
         the appointment of an alternate Paying Agent. The initial  Registrar is
         Transfer Online, Inc.

Section 2.04 Security Owner Lists.

         Registrar  shall  preserve,  in as  current  a  form  as is  reasonably
practicable,  the most recent list available to it of the names and addresses of
Security Owners.  Registrar, on behalf of the Corporation,  shall furnish to the
Trustee,  on or before each semiannual  interest payment date, on February 1 and
August 1 of each year,  and at such other  times as the  Trustee  may request in
writing,  a list in such form and as of such date as the Trustee may  reasonably
require of the names and addresses of each Security Owner. The Corporation shall
cause the Registrar to fulfill its obligations under this Section 2.04.

Section 2.05 Registration, Transfer and Exchange.

         The Corporation  will issue fully  Registered  Securities,  although it
         does not presently plan to issue Certificated  Securities (but reserves
         the right to). Registered  Securities shall be the form of Exhibit A or
         as provided in any amendment or supplement  hereto. The Securities will
         be initially issued only as Registered Securities.

         When a  Certificated  Security is presented to Registrar with a request
         to register  the  transfer,  Registrar  shall  register the transfer as
         requested if the  requirements  of  applicable  law are met and, in the
         case of Non-certificated Securities, such other reasonable requirements
         adopted by the Registrar,  consistent  with its ordinary  practice,  to
         avoid fraud. To permit transfers and exchanges,  the Corporation  shall
         execute  Securities  at  Registrar's  request.  Registrar  may charge a
         reasonable  fee for any  transfer or exchange  but not for any exchange
         pursuant to Section 2.09, 3.06 or 9.04.

Section 2.06 Replacement Securities.

         If the Owner of a  Certificated  Security  claims  that a  Certificated
         Security has been lost, destroyed or wrongfully taken,  Registrar shall
         issue and the  Corporation  shall  execute a replacement  Security.  An
         indemnity bond must be delivered by the Owner to Registrar in an amount
         sufficient,  in the judgment of Registrar,  to protect the Corporation,
         the Trustee,  Paying Agent,  and  Registrar  from any loss which any of
         them may suffer if a Certificated  Security is replaced.  Registrar may
         charge for its expenses in replacing a Security.

Section 2.07 Outstanding Securities.

         Securities outstanding at any time are all Securities  authenticated by
         Registrar  or  reflected  on the books and records of the  Registrar as
         outstanding,  except for those  canceled by it and those  described  in
         this  Section.   Securities  outstanding  include  those  held  by  the
         Corporation or its affiliates.

         If a Security is replaced  pursuant  to Section  2.06,  it ceases to be
         outstanding unless Registrar receives proof satisfactory to it that the
         replaced Security is held by a bona fide purchaser.

         If Paying  Agent  holds on a  redemption  date or  maturity  date money
         sufficient to pay  Securities  payable on that date,  then on and after
         that date such Securities  cease to be outstanding and interest on them
         ceases to accrue.  Such Securities  carry no rights except the right to
         receive payment.

         The  Security  Owner shall be treated as the owner of the  Security for
         all purposes of this Indenture.


<PAGE>

Section 2.08 Temporary Securities.

         Until definitive Securities are ready for delivery, the Corporation may
         prepare  and  Registrar  shall   authenticate   temporary   Securities.
         Temporary  Securities  shall be substantially in the form of definitive
         Securities  but may have  variations  that the  Corporation  considered
         appropriate for temporary  Securities.  Without unreasonable delay, the
         Corporation shall prepare and Registrar shall  authenticate  definitive
         Securities in exchange for temporary Securities.

Section 2.09 Cancellation.

         The  Corporation  at any time may  direct  Registrar  to cancel  unsold
         Securities or Securities owned by the Corporation. Registrar and no one
         else shall cancel and destroy Certificated  Securities  surrendered for
         transfer,  exchange,  payment or cancellation.  The Corporation may not
         issue new Securities to replace  Securities it has paid or delivered to
         Registrar for cancellation.

Section 2.10 Defaulted Interest.

         If and to the extent the Corporation  defaults in a payment of interest
         on any Registered  Securities,  it shall pay the defaulted  interest to
         the persons who are  Security  Owners on a  subsequent  special  record
         date.  The  Corporation  shall fix the record date and payment date. At
         least thirty (30) days before the record date,  the  Corporation  shall
         mail to each Security  Owner a notice that states the record date,  the
         payment  date,  and the amount of  defaulted  interest to be paid.  The
         Corporation may pay defaulted interest in any other lawful matter.

Section 2.11 Book Entry Form.

         Notwithstanding  anything contained herein to the contrary, each of the
         Certificates  issued  hereunder  may be issued in book  entry form as a
         Non-certificated Security.


                             ARTICLE 3 - REDEMPTION

Section 3.01 Notices to Paying Agent.

         If the Corporation wants to redeem Securities  pursuant to the terms of
         the  Securities,  it shall  notify  Paying Agent and the Trustee of the
         redemption date and the principal  amount of Securities to be redeemed.
         If  the  Corporation  wants  to  credit  against  such  redemption  any
         Securities it has not previously directed Registrar to cancel, it shall
         deliver such directions  along with any  Certificated  Securities to be
         canceled.  The Corporation  shall give each notice provided for in this
         Section at least ten (10) days prior to the proposed  date of mailing a
         notice of redemption as provided in Section 3.03.

Section 3.02 Selection of Securities to be Redeemed.

         If less than all the Securities are to be redeemed,  Paying Agent shall
         select the Securities to be redeemed by a method Paying Agent considers
         fair and  appropriate.  Paying  Agent  shall  make the  selection  from
         Securities outstanding and not previously called for redemption. Paying
         Agent may select for redemption portions of the principal of Securities
         that have a denomination larger than $500. Provisions of this Indenture
         that  apply to whole  Securities  called for  redemption  also apply to
         portions of Securities called for redemption.

Section 3.03 Notice of Redemption.

         At least  thirty  (30) days but not more than sixty (60) days  before a
         redemption date, the Corporation shall mail and first publish notice of
         redemption as provided in Section 10.01.

         The notice  shall  identify  the  Securities  to be redeemed  and shall
         state:


<PAGE>

                  (1)    the redemption date;

                  (2)    the redemption price as specified in the Securities;

                  (3)    The name and address of Paying Agent;

                  (4)    that Certificated Securities called for redemption must
                         be surrendered to Paying Agent to collect the
                         redemption price; and

                  (5)    that interest ceases to accrue on Securities called for
                         redemption on and after the redemption date.

         At the  Corporation's  request,  Paying  Agent shall give the notice of
         redemption in the Corporation's name and at its expense.

Section 3.04 Deposit of Redemption Price.

         On or before the redemption  date, the  Corporation  shall deposit with
         Paying  Agent  money  sufficient  to pay the  redemption  price  of and
         accrued interest on all Securities to be redeemed on that date.

Section 3.05 Effect of Notice of Redemption.

         Once notice of redemption is given,  Securities  called for  redemption
         become due and  payable on the  redemption  date and at the  redemption
         price stated in the notice. Certificated Securities must be surrendered
         to  Paying  Agent.  Securities  shall be paid at the  redemption  price
         stated in the notice, plus interest accrued to the redemption date.

Section 3.06 Securities Redeemed in Part.

         Upon  surrender  of a  Certificated  Security  that is redeemed in part
         only,  Registrar shall  authenticate  for the Owner a new  Certificated
         Security  equal in principal  amount to the  unredeemed  portion of the
         Certificated Security surrendered.


                              ARTICLE 4 - COVENANTS

Section 4.01 Payment of Securities.

The  Corporation  shall  promptly  pay  the  principal  of and  interest  on the
Securities  on the  dates  and in the  manner  provided  in the  Securities.  An
installment of principal or interest shall be considered  paid on the date it is
due if Paying Agent holds on that date money  designated  for and  sufficient to
pay the  installment and promptly  thereafter pays such  installment to Security
Owners otherwise  entitled  thereto.  To facilitate the payment of principal and
interest,  the Corporation  has created with Paying Agent a Certificate  Payment
Fund into which the Corporation shall pay, not less than three (3) business days
prior to any  principal and interest  paying date, an amount  sufficient to make
all principal and interest  payments.  Paying Agent will disburse from said fund
all payments of principal and interest on  Certificates,  fiduciaries'  fees and
such other sums as are due and payable as provided  herein.  Paying  Agent shall
notify the Corporation of the amounts required to be deposited into said fund at
least five (5) days prior to any principal and interest payment date.

         The  Corporation  shall pay  interest on overdue  principal at the rate
         borne by the Securities;  it shall pay interest on overdue installments
         of interest at the same rate to the extent lawful.

         The  Paying  Agent  shall  notify the  Trustee  of each  payment on the
         Securities  within 30 days after such payment.  The Corporation may use
         its own form of notice or a form of notice suggested by the Trustee.


<PAGE>

Section 4.02 Books and Records.


         The  Corporation  covenants  and agrees that it will,  at all times and
         from time to time,  permit the Trustee and its agents or accountants to
         have access to and to inspect and make extracts from, the Corporation's
         books,  accounts,  papers,  documents and memoranda pertinent to any of
         the  covenants,  conditions and agreements of this Indenture in respect
         of the Securities.

Section 4.03 Use of Proceeds.

         The Corporation  hereby  covenants to use the proceeds from the sale of
         the Securities in accordance with the terms and conditions set forth in
         the Prospectus of the Corporation with respect to the Securities.

Section 4.04 Corporate Existence.

         Subject to  Article 5 hereof,  the  Corporation  will do or cause to be
         done all things necessary to preserve and keep in full force and effect
         its corporate existence, rights and franchises; provided, however, that
         the  Corporation  shall  not be  required  to  preserve  any  right  or
         franchise  if it shall  determine  that the  preservation  is no longer
         desirable  in the conduct of the  Corporation's  business  and that the
         loss will not be disadvantageous in any material respect to the Owners.

Section 4.05 Compliance Certificate.

         The Corporation  shall deliver to the Trustee within one hundred twenty
         (120)  days after the end of each  fiscal  year of the  Corporation  an
         Officers'  Certificate  stating whether the signers know of any Default
         by the  Corporation  under  this  Indenture.  If they do know of such a
         Default,  the  certificate  shall  describe the Default.  The Officers'
         Certificate  need not comply with Section  10.04.  The first  Officers'
         Certificate  shall be delivered  to the Trustee by April 30, 2003.  The
         Corporation's  fiscal year ends  December 31 of each  calendar year and
         the  Corporation  shall  not  change  its  fiscal  year  without  first
         notifying the Trustee.

Section 4.06 SEC Reports.

         The Corporation  shall file with the Trustee,  within fifteen (15) days
after  filing  same  with the  SEC,  copies  of the  annual  reports  and of the
information,  documents, and other reports (or copies of such portions of any of
the  foregoing  as the SEC may by rules  and  regulations  prescribe)  which the
Corporation is required to file with the SEC pursuant to Sections 13 or 15(d) of
the Securities  Exchange Act of 1934. The Corporation also shall comply with the
other provisions of TIA Section 314(a).


<PAGE>

Section 4.07 Notices of Certain Events.

         The Corporation shall give prompt written notice to the Trustee and any
         Paying  Agent of (i) any  failure to pay  principal  or interest on any
         Security when due, (ii) any Default and (iii) any cure or waiver of any
         Default.


                        ARTICLE 5 - SUCCESSOR CORPORATION

Section 5.01 When Corporation May Merge, etc.

         The Corporation  shall not consolidate  with or merge into, or transfer
         all or  substantially  all of its assets  to,  another  corporation  or
         entity unless the  resulting,  surviving or transferee  corporation  or
         entity  assumes by  supplemental  Indenture all the  obligations of the
         Corporation under the Securities and this Indenture.  No consent of any
         Security  Owner  or  Trustee  is  required  with  respect  to any  such
         consolidation,  merger or  transfer  that  complies  with the  previous
         sentence.


                        ARTICLE 6 - DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

         An "Event of Default" occurs if:

                  (1)      the Corporation fails to pay interest on any Security
                           when  the  same  becomes  due and  payable  and  such
                           failure continues for a period of sixty (60) days;

                  (2)      the  Corporation  fails to pay the  principal  of any
                           Security  when the same  becomes  due and  payable at
                           maturity,  upon  redemption  or  otherwise  and  such
                           failure continues for a period of sixty (60) days;

                  (3)      the Corporation fails to comply with any of its other
                           agreements in connection  with the Securities or this
                           Indenture  and such failure  continues for the period
                           and after the notice specified below;

                  (4)      the Corporation, pursuant to or within the meaning of
                           any Bankruptcy Law:

                           (A)      commences a voluntary case;

                           (B)      consents to the entry of an order for relief
                                    against it in an involuntary case;

                           (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; or

                           (E)      fails  generally  to pay its  debts  as they
                                    become due; or


<PAGE>

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

                           (A)      is for relief against the  Corporation in an
                                    involuntary case;

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

                           (C)      orders the  liquidation of the  Corporation;
                                    and the order or decree remains unstated and
                                    in effect for ninety (90) days.

         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  or
         similar official under any Bankruptcy law.

         Paying Agent and Registrar  shall promptly notify Trustee in writing of
         the occurrence of any Default.

         A Default  under clause (3) above is not an Event of Default  until the
         Trustee  notifies the  Corporation of such Default and the  Corporation
         does not cure such Default within ninety (90) days after receipt of the
         notice. The notice must specify the Default, demand that it be remedied
         and state that the notice is a "Notice of Default."

Section 6.02 Acceleration.

         If an Event of Default  occurs and is  continuing,  and the Trustee has
         been made aware thereof,  the Trustee,  by notice to the Corporation or
         the Owners of at least twenty five percent (25%) in principal amount of
         the  Securities  by  notice to the  Trustee  and the  Corporation,  may
         declare the principal of and accrued  interest on all the Securities to
         be due and payable immediately.  Upon a declaration, such principal and
         interest  shall be due and  payable  immediately.  Notwithstanding  the
         foregoing,  if, at any time after the principal of the  Securities  has
         been  declared  due and payable,  all Defaults  have been cured and all
         amounts  in  respect  of which  the  Corporation  shall be in  Default,
         together  with the  expenses  and  reasonable  charges of the  Trustee,
         Paying Agent and/or  Registrar and  reasonable  attorneys'  fees,  with
         interest at a rate equal to two (2) percentage  points in excess of the
         highest rate on any of the  Certificates on such expenses,  charges and
         fees,  then the  Obligations  shall be deemed  reinstated in accordance
         with the original terms.

Section 6.03 Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
         any  available  remedy by proceeding at law or in equity to collect the
         payment of  principal or interest on the  Securities  or to enforce the
         performance of any provision of the Securities or this  Indenture.

         The Trustee may maintain a  proceeding  even if it does not possess any
         of the Securities or does not produce any of them in the proceedings. A
         delay or omission by the Trustee or any  Security  Owner in  exercising
         any right or remedy  accruing upon an Event of Default shall not impair
         such 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 6.04 Waiver of Past Defaults.

         Subject to Section 9.02  hereof,  the Owners of a majority in principal
         amount  of the  Securities,  by  notice  to the  Trustee,  may waive an
         existing  Default  or Event of  Default  and its  consequences.  When a
         Default  or  Event  of  Default  is  waived,  it  is  cured  and  stops
         continuing.


<PAGE>

Section 6.05 Control by Majority.

         The Owners of a majority  in  principal  amount of the  Securities  may
         direct the time,  method and place of conducting any proceeding for any
         remedy  available  to the  Trustee  or  exercising  any  trust or power
         conferred  on it.  The  Trustee,  however,  may  refuse to  follow  any
         direction  that conflicts  with law or this  Indenture,  that is unduly
         prejudicial to the rights of other Security Owners, or that may involve
         the Trustee in personal  liability or expense for which the Trustee has
         not received a satisfactory indemnity.

Section 6.06      Limitation on Suits.

         A  Security  Owner may not  pursue  any  remedy  with  respect  to this
         Indenture or the Securities unless:

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

                  (2)      the Owners of at least a majority in principal amount
                           of the  Securities  make  a  written  request  to the
                           Trustee to pursue the remedy;

                  (3)      such Owner or Owners  offer to the Trustee  indemnity
                           satisfactory   to  the  Trustee   against  any  loss,
                           liability or expense; and

                  (4)      the Trustee  does not comply with the request  within
                           sixty (60) days after  receipt of the request and the
                           offer of indemnity.

         A Security  Owner may not use this Indenture to prejudice the rights of
         another  Security  Owner or to obtain a preference or priority over any
         other Security Owner.

Section 6.07 Rights of Owners to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
         Owner of a Security to receive when due under the terms of the Security
         payment of principal and interest on the Security, or to bring suit for
         the  enforcement  of any such payment on or after such  respective  due
         dates,  shall not be impaired  or  affected  without the consent of the
         Owner of the Security.

Section 6.08 Limited Liability.

         The  Securities  are general  obligations  of the  Corporation,  and no
         entity  other  than  the  Corporation  shall  have  any  liability  for
         repayment of the Securities.

Section 6.09 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 Security  Owners  allowed in any  judicial  proceedings
         relative to the Corporation, its creditors or its property.


<PAGE>

Section 6.10 Priorities.

         If the Trustee  collects any money pursuant to this Article 6, it shall
         pay out the money in the following order:

                  First:  for amounts due under  Section 7.07 (other than to the
                  Corporation);

                  Second:  to Security  Owners for amounts due and unpaid on the
                  Securities  for  principal  and  interest,   ratably,  without
                  preference  or priority of any kind,  according to the amounts
                  due and payable on the  Securities for principal and interest,
                  respectively; and

                  Third: to the Corporation.

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

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 brought by a
         Owner of  Securities  pursuant to Section  6.07, or a suit by Owners of
         more than ten percent (10%) in principal amount of the Securities.


                 ARTICLE 7 - TRUSTEE, PAYING AGENT AND REGISTRAR

Section 7.01 Duties.

         (1)      If an Event of Default has  occurred  and is  continuing,  the
                  Trustee shall  exercise its rights and powers and use the same
                  degree of care and skill in its  exercise as a prudent  person
                  would exercise or use under the  circumstances  in the conduct
                  of his or her own affairs.

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

                  (A)      The Trustee  need  perform only those duties that are
                           specifically  set  forth  in  this  Indenture  and no
                           others; and

                  (B)      In the absence of bad faith on its part, the Trustee,
                           Paying Agent or Registrar may  conclusively  rely, as
                           to the truth of the statements and the correctness of
                           the opinions expressed therein,  upon certificates or
                           opinions  furnished  to  it  and  conforming  to  the
                           requirements of this Indenture.  The Trustee,  Paying
                           Agent  or  Registrar,   however,  shall  examine  the
                           certificates and opinions to determine whether or not
                           they conform to the requirements of this Indenture.


<PAGE>

         (3)      Neither  Trustee,  Paying Agent nor  Registrar may be relieved
                  from liability for its own negligent action, its own negligent
                  failure to act, or its own willful misconduct, except that:

                  (A)      This paragraph does not limit the effect of paragraph
                           (2) of this Section 7.01;

                  (B)      Neither Trustee,  Paying Agent nor Registrar shall be
                           liable for any error of judgment  made in good faith,
                           unless  it  is  proved   that  the  such  entity  was
                           negligent in ascertaining the pertinent facts; and

                  (C)      Neither Trustee,  Paying Agent nor Registrar shall 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 Sections 6.05 or 6.06.

         (4)      Every  provision of this  Indenture that in any way relates to
                  Trustee,  Paying Agent or Registrar is subject to this Section
                  7.01.

         (5)      The Trustee  may refuse to perform  any duty or  exercise  any
                  right or power unless it receives indemnity satisfactory to it
                  against any loss, liability or expense.

         (6)      Neither  Trustee,  Paying Agent nor Registrar  shall be liable
                  for  interest on any money  received by it except as otherwise
                  agreed with the Corporation.

Section 7.02 Rights of Trustee, Paying Agent and Registrar.

         (1)      Trustee,  Paying Agent or  Registrar  may rely on any document
                  believed  by it to be  genuine  and to  have  been  signed  or
                  presented by the proper person.  It need not  investigate  any
                  fact or matter stated in the document.

         (2)      Before a Trustee,  Paying Agent or Registrar  acts or refrains
                  from  acting,  it may require an Officers'  Certificate  or an
                  opinion of counsel. Neither Trustee, Paying Agent or Registrar
                  shall be  liable  for any  action it takes or omits to take in
                  good faith in reliance  on such an  Officer's  Certificate  or
                  opinion.

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

         (4)      Neither  Trustee,  Paying Agent nor Registrar  shall 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.

Section 7.03 Disclaimers.

         Neither Trustee, Paying Agent nor Registrar makes any representation as
         to the validity or adequacy of this  Indenture or the  Securities,  nor
         shall it be accountable for the  Corporation's use of the proceeds from
         the  Securities,  nor shall it be responsible  for any statement in the
         Securities,  other than its  certificate of  authentication  (if one is
         given), or in any prospectus used in the sale of the Securities,  other
         than  statements  provided  in writing  by such  entity for use in such
         prospectus.


<PAGE>

Section 7.04 Individual Rights of Trustee, Paying Agent and Registrar.

         Trustee, Paying Agent or Registrar, each in its individual or any other
         capacity,  may  become  the  owner or  pledgee  of  Securities  and may
         otherwise deal with the Corporation  with the same rights it would have
         if it were not Trustee, Paying Agent or Registrar.

Section 7.05 Notice of Defaults.

         If any  Default  occurs  and is  continuing,  and if it is known to the
Trustee,  the Trustee  shall mail and first publish as provided in Section 10.01
notice of the Default  within  ninety  (90) days after it occurs.  Except in the
case of a Default in payment on any  Security,  the  Trustee  may  withhold  the
notice  if and so  long as a  committee  of its  Trust  Officers  in good  faith
determines that withholding the notice is in the interests of Security Owners.

Section 7.06 Reports by Trustee to Owners.

         Within sixty (60) days after each August 1, beginning with the August 1
         following the date of this Indenture,  the Trustee shall provide to the
         Security Owners specified in TIA Section 313(c) a brief report dated as
         of such August 1 that  complies  with TIA Section  313(a).  The Trustee
         also shall  comply with TIA Section  313(b).  If required by the TIA, a
         copy of each report at the time of its mailing to Security Owners shall
         be filed with the SEC.

Section 7.07 Compensation and Indemnity.

         The  Corporation  shall pay to the Trustee,  Paying Agent and Registrar
         from time to time  reasonable  compensation  for their  services as set
         forth in separate written  agreements.  The Corporation shall reimburse
         the Trustee  upon  request for all  reasonable  out-of-pocket  expenses
         incurred  by  Trustee.  Such  expenses  shall  include  the  reasonable
         compensation  and  expenses  of the  Trustee's  agents,  attorneys  and
         accountants.  The  Corporation  shall indemnify the Trustee against any
         loss or  liability  incurred  in  connection  with  providing  services
         hereunder.  Trustee shall notify the Corporation  promptly of any claim
         for which it may seek indemnity or reimbursement. The Corporation shall
         defend the claims and the Trustee shall cooperate in such defense.  The
         Trustee may have  separate  counsel and the  Corporation  shall pay the
         reasonable fees and expenses of such counsel.  The Corporation need not
         pay for any settlement made without its consent; provided, however, the
         Trustee may settle actions in its reasonable and good faith  discretion
         if it has a good faith and reasonable  belief that the Corporation will
         otherwise   be  unable  to  provide   adequate   indemnification.   The
         Corporation  need not  reimburse  any expense or indemnify  against any
         loss or liability incurred by Trustee through its own negligence or bad
         faith.

         To secure the Corporation's  payment  obligations in this Section,  the
         Trustee shall have a lien prior to the Securities on all trust monies.

Section 7.08 Replacement of Trustee, Paying Agent or Registrar.

         The Trustee,  Paying Agent or Registrar  may resign by so notifying the
         Corporation.  The  Corporation  may at any time  without  cause  remove
         Trustee,  Paying Agent or Registrar by so notifying the removed entity.
         The Corporation or the Owners of a majority in principal  amount of the
         Securities may appoint a successor  Trustee,  Paying Agent or Registrar
         with the Corporation's  consent or may remove Trustee,  Paying Agent or
         Registrar if:

                  (1)      the Trustee,  Paying Agent or Registrar is adjudged a
                           bankrupt or an insolvent;

                  (2)      a receiver or other  public  officer  takes charge of
                           the  Trustee,   Paying  Agent  or  Registrar  or  its
                           property; or

                  (3)      the  Trustee,  Paying  Agent or  Registrar  otherwise
                           becomes incapable of acting.


<PAGE>

         If the Trustee, Paying Agent or Registrar resigns or is removed or if a
         vacancy exists in the office of Trustee, Paying Agent, or Registrar for
         any reason, the Corporation shall promptly appoint a successor.

         A successor Trustee,  Paying Agent or Registrar shall deliver a written
         acceptance of its appointment to the retiring Trustee,  Paying Agent or
         Registrar and to the Corporation.  Immediately thereafter, the retiring
         Trustee,  Paying Agent or Registrar shall transfer all property held by
         it hereunder to the successor Trustee,  Paying Agent or Registrar,  the
         resignation  or  removal  of the  retiring  Trustee,  Paying  Agent  or
         Registrar shall become  effective,  and the successor  Trustee,  Paying
         Agent or Registrar shall have all the rights,  powers and duties of the
         prior  Trustee,  Paying Agent or  Registrar,  as the case may be, under
         this Indenture.  A successor  Trustee,  Paying Agent or Registrar shall
         give notice of its  succession  to each  Security  Owner as provided in
         Section 10.01.

         If a successor Trustee,  Paying Agent or Registrar does not take office
         within sixty (60) days after its predecessor resigns or is removed, the
         retiring  Trustee,  Paying Agent or Registrar,  the  Corporation or the
         Owners of a majority in principal amount of the Securities may petition
         any court of competent jurisdiction for the appointment of a successor.

Section 7.09 Successor by Merger, etc.

         If a Trustee,  Paying Agent or Registrar  consolidates  with, merges or
         converts into, or transfers all or  substantially  all of its corporate
         trust  assets to  another  corporation,  the  resulting,  surviving  or
         transferee corporation without any further act shall be the successor.

Section 7.10 Eligibility; Disqualification.

         This   Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital
and  surplus  of at least  $500,000  as set forth in its most  recent  published
financial statement or annual report of condition. The Trustee shall comply with
TIA Section  310(b),  including the optional  provision  permitted by the second
sentence of TIA Section 310(b)(9).

Section 7.11 Preferential Collection of Claims Against Corporation.

         The  Trustee  shall  comply  with TIA  Section  311(a),  excluding  any
         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 8 - DISCHARGE OF INDENTURE

Section 8.01 Termination of Corporation's Obligations.

         The  Corporation  at any time may  terminate  its  obligation to pay an
         installment  of principal  or interest if it deposits  with the Trustee
         money or U.S. Government  Obligations sufficient to pay the installment
         when due. The Corporation shall designate the installment.

         The Corporation at any time may terminate all of its obligations  under
         the Securities  and this Indenture  (except under Section 7.07 and with
         respect to the  registration of transfer or exchange provide herein) if
         it deposits with Trustee  money or U.S.  Government  Obligations  in an
         amount  necessary to satisfy all Obligations  thereunder and hereunder.
         The


<PAGE>

         Corporation's  obligations  with respect to registration of transfer or
         exchange shall terminate when the Securities are no longer outstanding.
         Thereafter,  the Corporation's obligations in Section 7.07 hereof shall
         survive.

         Before  or  after a  deposit  the  Corporation  may  make  arrangements
         satisfactory  to Trustee for the  redemption  of Securities at a future
         date in accordance with Article 3 hereof.

         After a deposit  pursuant to the second paragraph of this Section 8.01,
         the  Trustee  shall   acknowledge  in  writing  the  discharge  of  the
         Corporation's  obligations  under  the  Securities  and this  Indenture
         except for those surviving obligations specified above.

         An  installment  of principal  or interest  due on a Security  shall be
         considered  paid on the date such  installment is due if the Trustee or
         Paying  Agent  holds  on  that  date  money   sufficient   to  pay  the
         installment.

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

                  "U.S. Government Obligations" means:

                  (1)      direct  obligations  of the  United  States  for  the
                           payment  of  which  its  full  faith  and  credit  is
                           pledged; or

                  (2)      obligations  of a person  controlled or supervised by
                           and  acting as an agency  or  instrumentality  of the
                           United States the payment of which is unconditionally
                           guaranteed  as a full faith and credit  obligation by
                           the United States.

Section 8.02 Application of Trust Money.

         Trustee  shall  hold in  trust  money  or U.S.  Government  Obligations
         deposited  with it pursuant to Section  8.01.  Trustee  shall apply the
         deposited  money and the  money  from U.S.  Government  Obligations  in
         accordance with this Indenture to the payment of principal and interest
         on the Securities. Paying Agent shall notify the Trustee of any Default
         by the Corporation in making such payments.

Section 8.03 Repayment to Corporation.

         Trustee and Paying  Agent shall  promptly  pay to the  Corporation  any
         excess  money or  securities  held by it at any time unless the Trustee
         otherwise has valid claims under Section 7.07 hereof or otherwise under
         this  Indenture.  Trustee and Paying Agent shall pay to the Corporation
         any money held by it for the  payment of  principal  or  interest  that
         remains  unclaimed for two (2) years.  All monies unclaimed after a two
         year period shall be remitted to the Corporation.


<PAGE>

                 ARTICLE 9 - AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01 Without Consent of Owners.

         The   Corporation  may  amend  or  supplement  this  Indenture  or  the
         Securities without notice to or consent of any Security Owner:

                  (1)      to  cure   any   ambiguity,   omission,   defect   or
                           inconsistency;

                  (2)      to make any change that does not adversely affect the
                           rights of any Security Owner in any material respect;

                  (3)      to  issue  additional   Certificates  of  any  series
                           hereunder;

                  (4)      to   authorize   additional   series  or  classes  of
                           indebtedness  hereunder  and to incur  any  amount of
                           indebtedness, whether secured or unsecured; or

                  (5)      to evidence the succession of a successor corporation
                           or other entity to the Corporation and the assumption
                           by such successor of the covenants of the Corporation
                           herein and in the Securities.

         The Trustee may waive  compliance by the Corporation with any provision
         of this Indenture or the Securities without notice to or consent of any
         Security  Owner if the waiver does not  adversely  affect the rights of
         any Security Owner.

Section 9.02 With Consent of Owners.

         The   Corporation  may  amend  or  supplement  this  Indenture  or  the
         Securities  without  notice to any Security  Owner but with the written
         consent of the Owners of not less than a majority in  principal  amount
         of the Securities.  The Owners of a majority in principal amount of the
         Securities may waive  compliance by the Corporation  with any provision
         of this  Indenture  or the  Securities  without  notice to any Security
         Owner. Without the consent of each Security Owner affected, however, an
         amendment, supplement or waiver, including a waiver pursuant to Section
         6.04, may not:

                  (1)      reduce the amount of  Securities  whose  Owners  must
                           consent to an amendment, supplement or waiver;

                  (2)      reduce  the rate or extend  the time for  payment  of
                           interest on any Security;

                  (3)      reduce the principal of or extend the fixed  maturity
                           of any Security;

                  (4)      make any  Security  payable in money  other than that
                           stated in the  Security;  or

                  (5)      waive  a  Default  on  payment  of  principal  or  of
                           interest on any Security.

Section 9.03 Revocation and Effect of Consents.

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


<PAGE>

         however,  may revoke such  consent as to his or her Security or portion
         of a Security.  The Trustee must receive the notice of such  revocation
         before the date the amendment, supplement or waiver becomes effective.

         After an amendment,  supplement or waiver becomes  effective,  it shall
         bind every Security Owner unless it makes a change described in clauses
         (2),  (3),  (4), or (5) of Section  9.02.  In that case the  amendment,
         supplement  or waiver  shall  bind  each  Owner of a  Security  who has
         consented to it and every  subsequent Owner of a Security or portion of
         a  Security  that  evidences  the same debt as the  consenting  Owner's
         Security.

Section 9.04 Notation on or Exchange of Securities.

         If an amendment,  supplement or waiver changes the terms of a Security,
         the  Corporation  may require the Owner of a  Certificated  Security to
         deliver it to Registrar. Registrar may place an appropriate notation on
         the Certificated  Security about the changed terms and return it to the
         Owner. Alternatively, if the Corporation or Registrar so determine, the
         Corporation in exchange for the  Certificated  Security shall issue and
         Registrar shall authenticate a new Certificated  Security that reflects
         the changed terms.

Section 9.05 Trustee to Sign Amendments, etc.

         The Trustee shall sign any amendment,  supplement or waiver  authorized
         pursuant to this Article if the  amendment,  supplement  or waiver does
         not adversely  affect the rights of the Trustee or materially  increase
         its responsibilities  hereunder and is otherwise in compliance with the
         terms and conditions of the Indenture  (including  Section 10.03),  the
         TIA and applicable  law. If it would have such an adverse  effect,  the
         Trustee may but need not sign such amendment, supplement or waiver. The
         Corporation may not sign an amendment or supplement  until the Board of
         Directors of the Corporation approves it.

Section 9.06 Future Certificates.

         The Corporation  shall have the right to issue additional  Certificates
         hereunder  and  to  authorize  additional  series  of  certificates  of
         indebtedness  provided  the  Corporation  is not in  default  under any
         provision of this Indenture. Such additional Certificates and/or series
         of certificates of indebtedness  shall be issued pursuant to resolution
         duly  adopted  by the  governing  body  of the  Corporation;  provided,
         however,  that the additional  Certificates  and series of indebtedness
         are issued pursuant to a supplement to this Indenture. An executed copy
         of said  supplemental  Indenture,  signed  by the  Corporation  and the
         Trustee  shall  serve  as  a  modification  of  this  Indenture.   Such
         additional  Certificates  shall be of equal  standing and priority with
         all other series of Certificates issued hereunder.

Section 9.07 Compliance with Trust Indenture Act.

         Every  amendment to or supplement of this  Indenture or the  Securities
         shall comply with the TIA as then in effect.


                           ARTICLE 10 - MISCELLANEOUS

Section 10.01 Notices.

         Any notice or communication  shall be sufficiently  given if in writing
         and  delivered  in person or mailed by first  class mail  addressed  as
         follows:

                  if to the Corporation:

                                   Cornerstone Ministries Investments, Inc.
                                   2450 Atlanta Highway, Suite 904
                                   Cumming, Georgia 30040
                                   Attention:    John T. Ottinger


<PAGE>

                  if to the Trustee:

                                   Trinity Trust Company
                                   595 Double Eagle Ct. Suite 2100
                                   Reno, Nevada
                                   Attention:   Marvin D. Hoeflinger, President

         The  Corporation  or the  Trustee by notice to the other may  designate
         additional   or  different   addresses   for   subsequent   notices  or
         communications.

         Any notice or  communication  to Security  Owners shall be sufficiently
         given if mailed by first class mail to each Security Owner.

         Any notice or communication  mailed to a Security Owner shall be mailed
         to him at his address as it appears on the lists or registration  books
         of Registrar and shall be sufficiently given to him if so mailed within
         the time prescribed.

         Failure to give  notice or  communication  to a  Security  Owner or any
         defect in it shall not affect  its  sufficiency  with  respect to other
         Security Owners.  If a notice or  communication  is mailed,  it is duly
         given, whether or not the Security Owner receives or reads it.

Section 10.02 Communications by Security Owners with Other Security Owners.

         Security Owners may communicate,  pursuant to TIA Section 312(b),  with
         other  Security   Owners  with  respect  to  their  rights  under  this
         Indenture.   Except  as  to  any  notice  to  the  Trustee  or  to  the
         Corporation, which is deemed given only when received, if any notice or
         communication is mailed in the manner provided in Section 10.01 hereof,
         it is deemed duly given,  whether or not the  addressee  receives  such
         notice or communication.

Section 10.03 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the  Corporation to Trustee,  Paying
         Agent or Registrar to take any action under the Indenture,  the Trustee
         may require that the Corporation  shall furnish to the Trustee,  Paying
         Agent or Registrar:

                  (1)      an Officers' Certificate 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 stating that, in the opinion of
                           such counsel, all such conditions precedent have been
                           complied with.

         Each  opinion of counsel  shall be in  writing.  The legal  counsel who
         renders it may be an  employee  of or counsel to the  Corporation.  The
         legal  counsel  shall be  acceptable  to the  Trustee,  Paying Agent or
         Registrar.

Section 10.04 Statements Required in Certificate or Opinion.

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


<PAGE>

                  (1)      a statement  that the person 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 person,  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  person,  such  condition  or covenant  has been
                           complied with.

Section 10.05 When Securities Disregarded.

         In determining  whether the Owners of the required  principal amount of
         Securities  have  concurred  in  any  direction,   waiver  or  consent,
         Securities  owned  by  the  Corporation  or by a  person,  directly  or
         indirectly  controlling  or  controlled  by or under direct or indirect
         common control with the Corporation  shall be disregarded,  except that
         for the purposes of determining  whether the Trustee shall be protected
         in relying on any such  direction,  waiver or consent,  only Securities
         which  the  Trustee  knows  are  so  owned  shall  be  so  disregarded.
         Furthermore,  subject to the foregoing only, Securities  outstanding at
         the time shall be considered in any such determination.

Section 10.06 Rules by Trustee, Paying Agent, Registrar.

         The Trustee may make reasonable  rules for the  administration  of this
         Indenture.  Such rules may cover  matters  relating  to actions by or a
         meeting  of  Security  Owners.  Paying  Agent  or  Registrar  may  make
         reasonable rules for its functions.

Section 10.07 Legal Holidays.

         A "Legal  Holiday" is a Saturday,  Sunday,  a legal holiday or a day on
         which  banking  institutions  are not required to be open. If a payment
         date is a Legal  Holiday at a place of payment,  payment may be made at
         that place on the next succeeding day that is not a Legal Holiday,  and
         no interest shall accrue for the intervening period.

Section 10.08 Governing Law.

         This Indenture and the Securities  shall be governed by the laws of the
         State of Georgia.

Section 10.09 No Adverse Interpretation of Other Agreements.

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

Section 10.10 No Recourse Against Others.

         A  director,   officer,  employee  or  stockholder,  as  such,  of  the
         Corporation  shall not have any  liability for any  obligations  of the
         Corporation  under  Securities  or the Indenture or for any claim based
         on, in respect of or by


<PAGE>

         reason of such  obligations or their  creation.  Each Security Owner by
         accepting any of the Securities waives and releases all such liability.
         The waiver and release are part of the  consideration  for the issue of
         the Securities.

Section 10.11 Successors.

         All agreements of the  Corporation in this Indenture and the Securities
         shall bind its  successor.  All  agreements of the Trustee or Registrar
         and Paying Agent in this Indenture shall bind their successors.

Section 10.12 Duplicate Originals.

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

Section 10.13 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 required provision shall control.

<PAGE>

                                   SIGNATURES

                                 CORNERSTONE MINISTRIES INVESTMENTS,
                                 INC.

                                 By: John T. Ottinger
                                 Title: Vice President, Chief Operating Officer


                                 TRINITY TRUST COMPANY

                                 By: S/ Marvin D. Hoeflinger
                                 Title: President