Exhibit 4.2

                           CAREERENGINE NETWORK, INC.

                                       AND

                                     _____ ,

                                     TRUSTEE

                                    INDENTURE

                              Dated as of __, 2001

                                   $5,765,000

           12% Convertible Subordinated Debentures due March 31, 2010


<PAGE>

                                TABLE OF CONTENTS

Article      Section                 Heading                          Page
-------      -------        --------------------------                ----
    I                       DEFINITIONS AND RULES
                              OF CONSTRUCTION

               1.01         Definitions
               1.02         Other Definitions
               1.03         Rules of Construction


   II                       THE SECURITIES

               2.01         Form and Dating
               2.02         Execution and  Authentication
               2.03         Registrar, Paying  Agent and
                              Conversion Agent
               2.04         Paying Agent to Hold Money in Trust
               2.05         Holder Lists
               2.06         Transfer and Exchange
               2.07         Replacement Securities
               2.08         Outstanding Securities
               2.09         Treasury Securities
               2.10         Temporary Securities
               2.11         Cancellation
               2.12         Defaulted Interest
               2.13         CUSIP Numbers

  III                       REDEMPTION

               3.01         Notices to Trustee
               3.02         Selection of Securities to be Redeemed
               3.03         Notice of Redemption
               3.04         Effect of Notice of  Redemption
               3.05         Deposit of Redemption Price
               3.06         Securities Redeemed in Part

   IV                       COVENANTS

               4.01         Payment of Securities
               4.02         SEC Reports
               4.03         Compliance Certificate
               4.04         Limitation on Dividends;
                              Stock Purchase and
                              Senior Debt

               4.05         Certain Transactions With a
                              Parent and its Affiliates

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

Article   Section                 Heading                               Page
-------   -------       --------------------------                      ----
  IV        4.06        Miscellaneous Covenants
            4.07        Miscellaneous Representations
                        and Warranties of The Company

            4.08        Limitation of Interest Payments

   V                    SUCCESSORS

            5.01        When Company May Merge, etc.

  VI                    DEFAULTS AND REMEDIES

            6.01        Events of Default
            6.02        Acceleration
            6.03        Other Remedies
            6.04        Waiver of Past  Defaults
            6.05        Control by Majority
            6.06        Limitation on Suits
            6.07        Rights of Holders to Receive Payment
                          or Convert Securities

            6.08        Collection Suit by Trustee
            6.09        Trustee May File Proofs of Claim
            6.10        Priorities
            6.11        Undertaking for Costs

 VII                    TRUSTEE

            7.01        Duties of Trustee
            7.02        Rights of Trustee
            7.03        Individual Rights of Trustee
            7.04        Trustee's Disclaimer
            7.05        Notice of Defaults
            7.06        Reports by Trustee to Holders
            7.07        Compensation and Indemnity
            7.08        Replacement of Trustee
            7.09        Successor Trustee by Merger, etc.
            7.10        Eligibility; Disqualification

VIII                    DISCHARGE OF INDENTURE

            8.01        Termination of Company's Obligations
            8.02        Application of Trust Money
            8.03        Repayment to Company


<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)


Article     Section              Heading                               Page
-------     -------      --------------------------                    ----
   IX                    AMENDMENTS

               9.01      Without Consent of Holders
               9.02      With Consent of Holders
               9.03      Revocation and Effect of Consents
               9.04      Notation on or Exchange of Securities
               9.05      Trustee Protected

    X                    CONVERSION

              10.01      Conversion Privilege
              10.02      Conversion Procedure
              10.03      Fractional Shares
              10.04      Taxes on Conversion
              10.05      Adjustment for Change in Capital Stock
              10.06      Adjustment for Certain Issuances of Common Stock
              10.07      Subscription Offerings
              10.08      Other Rights to Acquire Common Stock
              10.09      Current Market Price
              10.10      Minimum Adjustment
              10.11      When Adjustment May Be Deferred
              10.12      Number of Shares
              10.13      When No Adjustment Required
              10.14      Notice of Adjustment
              10.15      Voluntary Reduction
              10.16      Notice of Certain Transactions
              10.17      Reorganization of Company
              10.18      Company Determination Final
              10.19      Trustee's Disclaimer

   XI                    SUBORDINATION

              11.01      Agreement to Subordinate
              11.02      Certain Definitions
              11.03      Liquidation, Dissolution, Bankruptcy
              11.04      Default on Senior Debt
              11.05      Acceleration of Securities
              11.06      When Distribution Must be Paid Over
              11.07      Notice by Company
              11.08      Subrogation
              11.09      Relative Rights


<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)


Article     Section                   Heading                            Page
-------     -------       ---------------------------------              ----
  X          11.10        Subordination May Not Be Impaired
                            by Company
             11.11        Distribution or Notice to Representative
             11.12        Rights of Trustee and Paying Agent

  XII                     MISCELLANEOUS

             12.01        Notices
             12.02        Communications by Holders with
                            Other Holders
             12.03        Certificate and Opinion as to
                            Conditions Precedent
             12.04        Statements Required in Certificate
                            or Opinion
             12.05        Rules by Trustee and Agents
             12.06        Legal Holidays
             12.07        No Recourse Against Others
             12.08        Duplicate Originals
             12.09        Miscellaneous
             12.10        Governing Law


SIGNATURES

EXHIBIT A - FORM OF SECURITY


<PAGE>


INDENTURE dated as of , __, 2001 between CAREERENGINE NETWORK.  INC., a Delaware
corporation (the "Company"), , as trustee (the "Trustee").

Each party  agrees as  follows  for the  benefit of the other  party and for the
equal and  ratable  benefit of the  Holders  of the  Company's  12%  Convertible
Subordinated Debentures due March 31, 2010 (the "Securities").

                                    ARTICLE I

                      DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01.  Definitions.
               -----------

     "Affiliate"  means  any  person  directly  or  indirectly   controlling  or
controlled by or under direct or indirect common control with the Company.

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

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

     "Company" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "Default" means any event that is, or after notice or passage of time would
be, an Event of Default.

     "Holder" means a person in whose name a Security is registered.

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

     "Officers'  Certificate"  means a certificate  signed by two Officers.  See
Sections 12.03 and 12.04.

     "Opinion  of Counsel"  means a written  opinion  from legal  counsel who is
acceptable  to the Trustee.  The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 12.03 and 12.04.

     "Principal" of a debt security means the principal of the security plus the
premium, if any, on the security.

     "SEC" means the Securities and Exchange Commission.

     "Securities"  means  the  Securities  described  above  issued  under  this
Indenture.

<PAGE>

     "Subsidiary"  means any entity of which at least a majority  of the capital
stock  having  ordinary  voting  power for the  election of  directors  or other
governing body of such entity (other than  securities  having such power only by
reason of the happening of a contingency) shall be owned by the Company directly
or indirectly through one or more of such Subsidiaries.

     "Trustee" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "Trust Officer" means the Chairman of the Board, the President 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
     "Common Stock"                                               10.01
     "Conversion Agent"                                            2.03
     "Current Market Price"                                       10.09
     "CUSIP"                                                       2.13
     "Custodian"                                                   6.01
     "Event of Default"                                            6.01
     "Existing Conversion Price"                                  10.06
     "Indebtedness"                                               11.02
     "Legal Holiday                                               12.06
     "Officer"                                                    12.09
     "Paying Agent"                                                2.03
     "Registrar"                                                   2.03
     "Representative"                                             11.02
     "Senior Debt"                                                11.02
     "U.S. Government Obligations"                                 8.01

Section 1.03.  Rules  of Construction.
               ----------------------

Unless the context otherwise requires (i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise  defined has the meaning assigned to it in
accordance  with generally  accepted  accounting  principles;  (iii) "or" is not
exclusive;  (iv) words in the  singular  include the  plural,  and in the plural
include  the  singular;  and (v)  provisions  apply  to  successive  events  and
transactions.


<PAGE>

                                   ARTICLE II

                                 THE SECURITIES

Section  2.01.  Form and Dating.
                ---------------

The  Securities  shall  be in the  form  of  EXHIBIT  A,  which  is part of this
Indenture.  The Securities may have notations,  legends or endorsements required
by law, stock  exchange rule or usage.  Each Security shall be dated the date of
its authentication.

Section  2.02.  Execution and Authentication.
                ----------------------------

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

(b) A Security shall not be valid until authenticated by the manual signature of
the Trustee.  The signature  shall be conclusive  evidence that the Security has
been  authenticated  under  this  Indenture.   The  Trustee  shall  authenticate
Securities  for  original  issue in the  aggregate  principal  amount  stated in
paragraph  4 of  Exhibit A upon a  written  order of the  Company  signed by two
officers.  The aggregate principal amount of Securities  outstanding at any time
may not exceed that amount except as provided in Section  2.07.  The Trustee may
appoint an  authenticating  agent  acceptable  to the  Company  to  authenticate
Securities.  An authenticating  agent may authenticate  Securities  whenever the
Trustee may do so. Each  reference in this  Indenture to  authentication  by the
Trustee includes  authentication by such agent. An authenticating  agent has the
same rights as an Agent to deal with the Company or an Affiliate.

Section 2.03.  Registrar, Paying Agent and Conversion Agent.
               --------------------------------------------

The Company shall maintain an office or agency where Securities may be presented
for  registration  of transfer or for exchange (the  "Registrar"),  an office or
agency where Securities may be presented for payment (the "Paying Agent") and an
office  or  agency  where  Securities  may  be  presented  for  conversion  (the
"Conversion  Agent").  The Registrar shall keep a register of the Securities and
of  their   transfer  and  exchange.   The  Company  may  appoint  one  or  more
co-registrars,  one or more additional  paying agents and one or more additional
conversion  agents.  The term "Paying Agent" includes any additional  conversion
agent. The Company shall notify the Trustee of the name and address of any Agent
not a party to this  Indenture.  If the Company  fails to maintain a  Registrar,
Paying Agent or Conversion Agent, the Trustee shall act as such.

Section 2.04.  Paying Agent to Hold Money in Trust.
               -----------------------------------

The Company  shall  require each Paying Agent other than the Trustee to agree in
writing  that the Paying  Agent will hold in trust for the benefit of Holders or
the Trustee all money

<PAGE>

held by the Paying  Agent for the  payment of  Principal  of or  interest on the
Securities,  and will notify the Trustee of any default by the Company in making
any such payment.  If the Company acts as Paying Agent,  it shall  segregate the
money and hold it as a separate  trust fund. The Company at any time may require
a Paying  Agent to pay all money  held by it to the  Trustee.  Upon doing so the
Paying Agent shall have no further liability for the money.

Section 2.05.  Holder  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 Holders.  If the
Trustee is not the  Registrar,  the Company  shall  furnish to the Trustee on or
before  each  interest  payment  date 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 Holders.

Section 2.06.  Transfer and Exchange.
               ---------------------

Where Securities are presented to the Registrar or a co-registrar with a request
to  register  transfer  or to  exchange  them for an equal  principal  amount of
Securities  the Trustee shall permit the Registrar or  co-registrar  to register
the transfer or make the exchange if its  requirements  for such transaction are
met.  To permit  registrations  of transfer  and  exchanges,  the Trustee  shall
authenticate  Securities at the  Registrar's  request.  The Company may charge a
reasonable  fee for any  registration  of transfer  or exchange  but not for any
exchange pursuant to Sections 2.10, 3.06 or 10.02.

<PAGE>

Section 2.07.  Replacement Securities.
               ----------------------

If the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully  taken, the Company shall issue and the Trustee shall  authenticate a
replacement  Security if the Trustee's  requirements are met. If required by the
Trustee or the Company,  an indemnity bond must be sufficient in the judgment of
both to protect the Company,  the Trustee, any Agent or any authenticating agent
from any loss  which  any of them may  suffer if a  Security  is  replaced.  The
Company may charge for its expenses in replacing a Security.  Every  replacement
Security is an additional obligation of the Company.

Section 2.08.  Outstanding Securities.
               ----------------------

The Securities  outstanding at any time are all the Securities  authenticated by
the  Trustee  except  for  those  canceled  by  it,  those  delivered  to it for
cancellation and those described in this Section 2.08 as not  outstanding.  If a
Security  is  replaced  pursuant to Section  2.07,  it ceases to be  outstanding
unless the Trustee receives proof  satisfactory to it that the replaced Security
is held by a bona fide  purchaser.  If  Securities  are  considered  paid  under
Section  4.01,  they cease to be  outstanding  and  interest  on them  ceases to
accrue.  A Security does not cease to be  outstanding  because the Company or an
Affiliate holds the Security.

Section 2.09.  Treasury Securities.
               -------------------

In  determining  whether  the  Holders  of  the  required  principal  amount  of
Securities have concurred in any direction,  waiver or consent, Securities owned
by the  Company  or an  Affiliate  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.

Section 2.10.  Temporary Securities.
               --------------------

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

Section 2.11.  Cancellation.
               ------------

The Company at any time may deliver  Securities to the Trustee for cancellation.
The Registrar,  Paying Agent and  Conversion  Agent shall forward to the Trustee
any  Securities  surrendered  to them for  registration  of transfer,  exchange,
payment or conversion.  The Trustee shall cancel all Securities  surrendered for
registration of transfer,  exchange,  payment,  conversion or  cancellation  and
shall dispose of canceled Securities as the Company directs. The Company may not
issue new Securities to replace  Securities that it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to ARTICLE X.

<PAGE>

Section 2.12.  Defaulted Interest.
               ------------------

If the Company defaults in a payment of interest on the Securities, it shall pay
the defaulted interest in any lawful manner. It may pay the defaulted  interest,
plus any  interest  payable on the  defaulted  interest,  to the persons who are
Holders on a subsequent  special  record date.  The Company shall fix the record
date and  payment  date.  At least 15 days before the record  date,  the Company
shall mail to Holders a notice that  states the record  date,  payment  date and
amount of interest to be paid.

Section 2.13. CUSIP Numbers.
              -------------
The Company in issuing the Securities may use "CUSIP" numbers (if then generally
in use) and,  if so,  the  Trustee  shall use  "CUSIP"  numbers  in  notices  of
redemption as a convenience to Holders; provided,  however, that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any  notice  of a
redemption  and that  reliance  may be placed  only on the other  identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                   ARTICLE III

                                   REDEMPTION

Section 3.01.  Notices to Trustee.
               ------------------

If the  Company  wants to  redeem  Securities  pursuant  to  Paragraph  5 of the
Securities, it shall notify the Trustee of the redemption date and the principal
amount of Securities to be redeemed at least 50 days before the redemption date.
The Trustee may waive this notice.

Section 3.02.  Selection of Securities to be Redeemed.
               --------------------------------------

If less than all the Securities are to be redeemed, the Trustee shall select the
Securities  to be  redeemed  pro  rata or by lot.  The  Trustee  shall  make the
selection  not more than 75 days  before  the  redemption  date from  Securities
outstanding  not previously  called for  redemption.  The Trustee may select for
redemption  portions of the  principal  of  Securities  that have  denominations
larger than  $1,000.  Securities  and  portions  of them it selects  shall be in
amounts of $1,000 or integral multiples of $1,000.  Provisions of this Indenture
that  apply to  Securities  called for  redemption  also  apply to  portions  of
Securities called for redemption.

Section 3.03.  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  to each Holder  whose  Securities  are to be
redeemed.  The notice  shall  identify the  Securities  to be redeemed and shall
state (i) the redemption date and redemption  price;  (ii) the conversion price;
(iii) the name and address of the Paying Agent and Conversion  Agent;  (iv) that
Securities  called for  redemption may be converted at any time before the close
of  business  on the  redemption  date;  (v) that  Holders  who want to  convert
Securities must satisfy the requirements in Paragraph 7 of the Securities;  (vi)
that Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption  price; and (vii) that interest on Securities  called for
redemption  ceases to accrue on and after the redemption  date. At the Company's
request,  the Trustee shall give the notice of redemption in the Company's  name
and at its expense.


<PAGE>


Section 3.04.  Effect of Notice of Redemption.
               ------------------------------

Once notice of redemption is mailed, Securities called for redemption become due
and payable on the redemption date at the redemption price.

Section 3.05.  Deposit of Redemption Price.
               ---------------------------

On or before the  redemption  date,  the Company  shall  deposit with the Paying
Agent money  sufficient to pay the redemption  price of and accrued  interest on
all Securities to be redeemed on that date. The Paying Agent shall return to the
Company  any money not  required  for that  purpose  because  of  conversion  of
Securities.

Section 3.06.  Securities Redeemed in Part.
               ---------------------------

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

Section 3.07.  Redemption By Holder's Estate.
               -----------------------------

Upon the death of a Holder of a Security,  the estate of such Holder may require
the Company to redeem up to a maximum of $50,000  total value of the  Securities
owned by such Holder,  by delivering to the Company an  irrevocable  election (a
"Death Redemption Election") requiring the Company to make such redemption.  The
redemption price to be paid will be the principal  amount of the Security,  plus
interest  accrued and not  previously  paid, to the date of  redemption.  If the
redemption  price would be greater  than $50,000 in the  aggregate,  the Company
only shall be  required to redeem such  number of  Securities  that,  when taken
together  with the amount of accrued but unpaid  interest  thereon,  shall equal
$50,000.  In the event a Security is held  jointly by two or more  Persons,  the
Company shall not be required to redeem such Security until each joint holder of
such Security has died. Notwithstanding the foregoing sentence, if a Security is
held  jointly  by a husband  and wife,  such  Security  shall be  subject to the
elective  redemption  provisions  of this  Section 3.07 upon the death of either
spouse.  Notwithstanding  any of the  foregoing,  this  right of  redemption  is
limited to the initial  Holder (the Holder who purchased  the Security  directly
from the  Company).  No  subsequent  Security  holder  will have  this  right of
redemption.

<PAGE>

Upon  receipt  of  a  Redemption  Election,  the  Company  shall  designate  the
Redemption Date for such Security,  which  Redemption Date shall be no more than
thirty days after the Company's  receipt of the Redemption  Election,  and shall
pay the  Redemption  Price to the  estate of the Holder in  accordance  with the
provisions set forth in this ARTICLE III.

No interest  shall accrue on any Security to be redeemed under this Section 3.07
for any period of time after the Redemption Date for such Security and after the
Company has tendered the Redemption  Price to the Estate of the Holder or to the
Paying Agent, which ever the Company chooses in its sole discretion.

                                   ARTICLE IV

                                    COVENANTS

Section 4.01.  Payment of Securities.
               ----------------------

The Company  shall pay the  Principal of and interest on the  Securities  on the
dates and in the manner provided in the Securities. Principal and interest shall
be considered  paid on the date due if the Paying Agent holds on that date money
sufficient  to pay all  Principal  and interest  then due. The Company 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.

Section 4.02.  SEC Reports.
               -----------

The Company shall file with the Trustee  within 15 days after it files them 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 Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Section 4.03.  Compliance Certificate.
               ----------------------

The Company shall  deliver to the Trustee  within 120 days after the end of each
fiscal year of the Company an Officers'  Certificate  stating whether or not the
signers know of any Default that  occurred  during the fiscal year.  If they do,
the Certificate shall describe the Default and its status.  The Certificate need
not comply with Section 12.04. See Section 12.09.

Section 4.04.  Limitation on Dividends and Stock Purchase.
               ------------------------------------------

(a) The  Company  will not  declare  or pay any cash  dividends  on, or make any
distribution  to the  holders  of, any shares of capital  stock of the  Company,
other than dividends or distributions payable in such capital stock, and neither
the Company nor any  Subsidiary  will purchase,  redeem or otherwise  acquire or
retire for value any  shares of capital  stock of the  Company  or  warrants  or
rights to  acquire  such  capital  stock  if,  at the

<PAGE>

time of such declaration,  payment,  distribution,  purchase,  redemption, other
acquisition  or  retirement,  an Event of  Default  shall have  occurred  and be
continuing.

(b) The provisions of this Section 4.04 shall not prevent (i) the payment of any
dividend within 60 days after the date of declaration  thereof,  if at said date
of  declaration  such payment  complied  with the  provisions  hereof,  (ii) the
retirement of any shares of the Company's  capital stock in exchange for, or out
of  the  proceeds  of  the  substantially  concurrent  sale  (other  than  to  a
Subsidiary)  of,  other shares if its capital  stock  (other than any  preferred
stock which by its terms must be redeemed by the Company  prior to the  maturity
date of the  Securities),  and neither such  retirement  nor the proceeds of any
such sale or  exchange  shall be  included  in any  computation  made under this
Section 4.04.

Section 4.05  Certain Transactions With a Parent and its Affiliates.
              -----------------------------------------------------

The  Company  may not,  and it may not permit any  Subsidiary  to,  directly  or
indirectly,  sell (by merger, exchange or otherwise) or lease any property to an
Affiliate,  make any  investment  in, or render any service to an Affiliate,  or
purchase (by merger,  exchange or  otherwise)  or borrow any money from, or make
any  payment for any service  rendered  by an  Affiliate  except (i) any sale or
lease of any property,  or the rendering of any service to an Affiliate,  or any
purchase or lease of any property,  or any payment for any service rendered,  or
the making of any agreement to do so, if (A) such transaction is effected in the
ordinary course of business and the Board of Directors  determines in good faith
that  the  terms  thereof  are at  least  as  favorable  to the  Company  or its
Subsidiary  as those  which  could be, or could  reasonably  be  expected to be,
obtained  in a  similar  transaction  with  an  entity  other  than  any  of its
Affiliates or (B) the terms of such transaction are at least as favorable to the
Company  or its  Subsidiary  as those  which  could  be  obtained  in a  similar
transaction with an entity other than any of its Affiliates;  (ii) any borrowing
of money,  or the making of any  agreement  to do so, if the Board of  Directors
determines  in good  faith  that the terms of such  transaction  are at least as
favorable  to the  Company or its  Subsidiary  as those which could be, or could
reasonably be expected to be, obtained in a similar  transaction  with an entity
other than any of its Affiliates; (iii) any payment by the Company or any of its
Subsidiaries  to any of its officers,  directors or employees or agreement to do
so, if the Board of  Directors  determines  in good  faith that the amount to be
paid,  or to  be  agreed  to be  paid,  for  such  service  bears  a  reasonable
relationship to the value of such services to the Company or such Subsidiary; or
(iv) any sale to an  Affiliate  by the  Company or a  Subsidiary  of any capital
stock or other  securities or other  obligations  of an Affiliate at a cash sale
price  not  less  than the  original  cost  thereof  to the  Company  or such an
Affiliate or Subsidiary,  as the same may have been reduced from time to time by
cash  dividends or interest  payments  thereon or payments of principal  thereof
received by the Company or such Subsidiary plus interest on such investment,  as
the same may have  been  reduced  from  time to time at a rate not less than the
rate borne by the  Debentures;  but in no event less than  current  fair  market
value.

<PAGE>

Section 4.06  Miscellaneous Covenants.
              -----------------------

The Company  covenants  and agrees that from and after the date hereof and until
the date of repayment in full of the Principal and Interest it shall comply with
the following conditions:

         (i) Maintenance of Existence and Conduct of Business. Except where such
         actions are not  material  to the  Company's  business as a whole,  the
         Company shall,  and shall cause each of its material  subsidiaries,  if
         any, to (A) do or cause to be done all things necessary to preserve and
         keep in full force and effect its corporate  existence and rights;  and
         (B) continue to conduct its business so that the business carried on in
         connection  therewith may be properly and  advantageously  conducted at
         all times.

         (ii) Books and Records.  The Company shall, and shall cause each of its
         subsidiaries,  if any,  to keep  adequate  books and records of account
         with respect to its business activities.

         (iii)  Insurance.  The  Company  shall,  and  shall  cause  each of its
         material subsidiaries,  if any, to maintain insurance policies insuring
         such risks as are customarily  insured against by companies  engaged in
         businesses   similar  to  those   operated   by  the  Company  or  such
         subsidiaries,  as the case may be. All such  policies are to be carried
         with reputable  insurance  carriers and shall be in such amounts as are
         customarily  insured  against  by  companies  with  similar  assets and
         properties engaged in a similar business.

         (iv)  Compliance  with Law. The Company shall,  and shall cause each of
         its material  subsidiaries,  if any, to comply in all material respects
         with all federal, state and local laws and regulations applicable to it
         or such subsidiaries,  as the case may be, which if breached would have
         a material  adverse effect on the Company's or such  subsidiaries',  as
         the case may be, business or financial condition.

Section 4.07.     Miscellaneous Representations and Warranties of The Company.
                  -----------------------------------------------------------

The  Company  represents  and  warrants  that  it:  (i)  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite  corporate  power to carry on its business as now
conducted  and to own  its  properties  and  assets  it now  owns;  (ii) is duly
qualified or licensed to do business as a foreign  corporation  in good standing
in the  jurisdictions  in which  ownership  of  property  or the  conduct of its
business requires such qualification  except  jurisdictions in which the failure
to qualify to do business will have no material  adverse effect on its business,
prospects, operations, properties, assets or condition (financial or otherwise);
(iii) has full power and authority to execute and deliver this Indenture and the
debentures,  and that the  execution and delivery of these  agreements  will not
result in the breach of or default  under,  with or without the giving of notice
and/or the passage of time,  any other  agreement,  arrangement  or indenture to
which it is a party or by which it may be bound,  or the  violation  of any law,
statute,  rule,  decree,  judgment or  regulation  binding upon it; and (iv) has
taken and will take all acts

<PAGE>

required,  including but not limited to authorizing the signatory  hereof on its
behalf to execute this Indenture and the debentures,  so that upon the execution
and delivery of thereof,  they shall  constitute  the valid and legally  binding
obligation of the Company enforceable in accordance with the terms thereof.

Section 4.08.     Limitation of Interest Payments.
                  -------------------------------

Nothing  contained in this Indenture or the debentures or in any other agreement
between The Company and Holders requires The Company to pay or Holders to accept
interest in an amount which would  subject  Holders to any penalty or forfeiture
under  applicable  law. In no event shall the total of all charges payable under
the debentures,  whether of interest or of such other charges which may or might
be  characterized  as interest,  exceed the maximum rate permitted to be charged
under the laws of the State of New York.  Should any Holder  receive any payment
which is or would be in excess of that  permitted to be charged under such laws,
such payment  shall have been and shall be deemed to have been made in error and
shall  automatically  be  applied  to reduce the  Principal  outstanding  on the
Holder's debenture.

                                    ARTICLE V

                                   SUCCESSORS

Section 5.01.  When Company May Merge, etc.
               ---------------------------

The Company shall not  consolidate  with or merge into, or transfer or lease all
or  substantially  all of its assets  to, any person  unless (i) the person is a
corporation;   (ii)  the  person  assumes  by  supplemental  indenture  all  the
obligations of the Company under the Securities and this Indenture,  except that
it need not assume the obligations of the Company as to conversion of Securities
if  pursuant  to  Section  10.17 the  Company or another  person  enters  into a
supplemental indenture obligating it to deliver securities, cash or other assets
upon conversion of Securities;  and (iii)  immediately  after the transaction no
Default exists.  The surviving,  transferee or lessee  corporation  shall be the
successor  Company,  but the  predecessor  Company in the case of a transfer  or
lease shall not be released  from the  obligation  to pay the  Principal  of and
interest on the Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
               ------------------

An "Event of  Default"  occurs if (i) the  Company  fails to make any payment of
Principal or Interest when due and payable or declared due and payable  pursuant
to the terms of the Security and such failure shall remain  uncured for a period
of  fifteen  (15) days  after  notice  thereof  has been given by holders to the
Company;  (ii) the Company fails at any time to be in material  compliance  with
any of the  covenants  set forth in sections  4.06,

<PAGE>

4.07,  4.08 or  10.04  of the  Indenture,  or  shall  fail at any  time to be in
material  compliance  with or neglect  to  perform,  keep or observe  any of the
provisions of the Security or the Indenture to be complied with, performed, kept
or observed by the Company and such failure shall remain uncured for a period of
thirty (30) days after  notice  thereof has been given by holders or the Trustee
to the Company; (iii) any representation or warranty made in the Security or the
Indenture by the Company shall be untrue or incorrect in any material respect as
of the date when made or deemed made; (iv) a case or proceeding  shall have been
commenced against the Company, or any of its material subsidiaries, if any, in a
court having competent  jurisdiction seeking a decree or order in respect of the
Company,  or any of its  subsidiaries,  (A) under Title 11 of the United  States
Code, as now constituted or hereafter amended,  or any other applicable federal,
state or foreign  bankruptcy or other  similar law; (B)  appointing a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official) of
the Company,  or any of its material  subsidiaries,  or any of their  respective
properties;  or (C) ordering the winding-up or liquidation of the affairs of the
Company, or any of its material subsidiaries,  and such case or proceeding shall
remain unstayed or undismissed for a period of 90 consecutive days or such court
shall  enter a decree  or order  granting  the  relief  sought  in such  case or
proceeding;  or (v) the  Company,  or any of its material  subsidiaries,  if any
shall (A) file a petition  seeking  relief  under Title 11 of the United  States
Code, as now constituted or hereafter amended,  or any other applicable federal,
state or  foreign  bankruptcy  or  other  similar  law;  or (B)  consent  to the
institution of  proceedings  thereunder or to the filing of any such petition or
to the  appointment  of or the taking of  possession  by a custodian,  receiver,
liquidator,  assignee,  trustee or  sequestrator  (or similar  official)  of the
Company,  or any of  its  material  subsidiaries,  or  any of  their  respective
properties.

Section 6.02.  Acceleration.
               ------------

Upon the  occurrence  of an Event of Default  specified in Section 6.01 (iv) and
(v) above,  all Principal and interest then remaining  unpaid under the Security
shall immediately become due and payable without notice.  Upon the occurrence of
any other Event of Default,  the holders of no less than a majority in principal
amount of the Securities may thereafter,  at their option  immediately by notice
to the Company,  declare all Principal and interest then remaining  unpaid under
the Security  immediately  due and payable,  whereupon the same shall  forthwith
mature and become due and payable, without any further notice to the Company and
without  presentment,  demand,  protest or notice of  protest,  all of which are
hereby waived by the Company.  Upon a declaration  of  acceleration,  the entire
Principal and interest  then  remaining  unpaid under the Security  shall become
immediately  due and payable in full plus all  reasonable  costs and expenses of
the collection and enforcement of the Security,  including reasonable attorney's
fees and  expenses,  all of which  shall be added to the  amount  due  under the
Security.  The rights,  powers,  privileges and remedies of a holder pursuant to
the terms of the Indenture and the Security are  cumulative and not exclusive of
any other rights, powers,  privileges and remedies which a holder may have under
the Indenture, the Security or any other instrument or agreement.

Section 6.03.  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
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 proceeding.
A delay or  omission  by the  Trustee or any Holder in  exercising  any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.
               -----------------------

The  Holders of at least a majority in  Principal  amount of the  Securities  by
notice to the Trustee may waive an existing Default and its consequences  except
a Default in the payment of the  Principal  of or interest in any  Security or a
Default under ARTICLE X.

Section 6.05.  Control by Majority.
               -------------------

The Holders of at least a majority in  principal  amount of the  Securities  may
direct the time,  method and place of conducting  any  proceeding for and remedy
available  to the  Trustee or  exercising  any trust or power  conferred  on it.
However,  the Trustee may refuse to follow any direction that conflicts with law
or this  Indenture,  is unduly  prejudicial  to the rights of another  Holder or
would involve the Trustee in personal liability.

Section 6.06.  Limitation  on Suits.
               --------------------

(a) A  Holder  may  pursue  a  remedy  with  respect  to this  Indenture  or the
Securities  only if (i) the  Holder  gives to the  Trustee  written  notice of a
continuing  Event  of  Default;  (ii) the  Holders  of at  least a  majority  in
Principal  amount of the  Securities  make a written  request to the  Trustee to
pursue the remedy;  (iii) such Holder or Holders offer to the Trustee  indemnity
satisfactory  to the Trustee  against any loss,  liability or expense;  (iv) the
Trustee  does not comply  with the request  within 60 days after  receipt of the
request  and the offer of  indemnity;  and (v)  during  such  60-day  period the
Holders of at least a majority in principal amount of the Securities do not give
the Trustee a direction inconsistent with the request.

(b) A Holder  may not use this  Indenture  to  prejudice  the  rights of another
Holder or to obtain a preference or priority over another Holder.

Section 6.07.  Rights  of Holders to Receive Payment or Convert Securities.
               -----------------------------------------------------------

(a)  Notwithstanding  any other  provision of this  Indenture,  the right of any
Holder to receive  payment of Principal of and interest on his  Security,  on or
after the respective due dates  expressed in 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 Holder.

<PAGE>

(b)  Notwithstanding  any other  provision of this  Indenture,  the right of any
Holder to bring suit for the  enforcement  of his right to convert his  Security
shall not be impaired or affected without the consent of the Holder.

Section 6.08.  Collection Suit by Trustee.
               ---------------------------

If an Event of  Default  specified  in clause  6.01 (a) (i) above  occurs and is
continuing,  the Trustee may recover  judgment in its own name and as trustee of
an express  trust  against  the Company for the whole  amount of  Principal  and
interest remaining unpaid.

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
Holders  allowed  in any  judicial  proceedings  relative  to the  Company,  its
creditors or its property.

Section 6.10.  Priorities.
               ----------

If the Trustee  collects any money pursuant to this ARTICLE VI, it shall pay out
the money in the  following  order:  first to the  Trustee for amounts due under
Section 7.07; second to holders of Senior Debt to the extent required by ARTICLE
XI; third to Holders 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 fourth to the Company.  The Trustee may fix a record date and
payment date for any payment to Holders.

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 the Trustee,
a condition  for the  institution  of such suit shall be the giving 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
attorney's  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  6.11 does not apply to a suit by the  Trustee,  a suit by a Holder
pursuant  to Section  6.07 or a suit by  Holders  of more than 10% in  principal
amount of the Securities.

<PAGE>

                                   ARTICLE VII

                                     TRUSTEE

Section 7.01.  Duties of Trustee.
               -----------------

(a) 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
their exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs.

(b) Except  during the  continuance  of an Event of Default (i) the Trustee need
perform only those duties that are  specifically set forth in this Indenture and
no others;  and (ii) 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; provided, however,
that 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 (i)
this  paragraph does not limit the effect of Paragraph (b) of this Section 7.01;
(ii) 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 (iii) 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 6.05.

(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 7.01.

(e) 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 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.

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

(g) Every  provision of this Indenture  relating to the conduct or affecting the
liability  of or  affording  protection  to the Trustee  shall be subject to the
provisions of this Section 7.01.

<PAGE>

Section 7.02.  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 Certificate or
Opinion.

(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.

Section 7.03.  Individual Rights  of Trustee.
               -----------------------------

The  Trustee in its  individual  or any other  capacity  may become the owner or
pledgee of Securities  and may  otherwise  deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.

Section  7.04.  Trustee's Disclaimer.
                --------------------

The  Trustee  makes no  representation  as to the  validity  or adequacy of this
Indenture or the  Securities,  it shall not be accountable for the Company's use
of the proceeds from the  Securities,  and it shall not be  responsible  for any
statement in the Securities other than its authentication.

Section 7.05.  Notice  of Defaults.
               -------------------

If an Event of Default as defined in Section 6.01 occurs and is  continuing  and
if it is known to the Trustee, the Trustee shall mail to Holders a notice of the
Default  within 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 Holders.

Section 7.06.  Reports by Trustee to Holders.
               -----------------------------

Within 60 days after the  reporting  date stated in Section  12.09,  the Trustee
shall  mail to  Holders  a brief  report  dated as of such  reporting  date that
contains  the type of  information  required  by  Section  313 (a) of the  Trust
Indenture  Act of 1939.  A copy of each  report  at the time of its  mailing  to
Holders  shall be filed with each stock  exchange  on which the  Securities  are
listed.  The  Company  agrees  to  notify  promptly  the  Trustee  whenever  the
Securities become listed on any stock exchange and of any delisting thereof.

<PAGE>

Section 7.07.  Compensation and Indemnity.
               --------------------------

(a)  The  Company  shall  pay  to the  Trustee  from  time  to  time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred by it. Such expenses  shall  include the  reasonable  compensation  and
out-of-pocket expenses of the Trustee's agents and counsel.

(b) The  Company  shall  indemnify  the Trustee  against  any loss or  liability
incurred by it. The Trustee  shall notify the Company  promptly of any claim for
which it may seek indemnity and the Company shall defend the claim.  The Trustee
may have  separate  counsel but the fees and expenses of such  counsel  shall be
borne by the Trustee unless the Company shall not have promptly employed counsel
to assume the defense of the claim,  in which event such fees and expenses shall
be  borne  by the  Company.  The  Company  shall  have  the  right,  in its sole
discretion,  to satisfy or settle any claim for which  indemnification  has been
sought and is available  hereunder as long as such satisfaction or settlement is
at no cost to the  Trustee.  The Company  need not pay for any  settlement  made
without its consent or reimburse  any expense or  indemnify  against any loss or
liability incurred by the Trustee through negligence or bad faith.

(c) To secure the  Company's  payment  obligations  in this  Section  7.07,  the
Trustee shall have a lien prior to the  Securities on all money or property held
or  collected  by the Trustee,  except that held in trust to pay  Principal  and
interest on particular  Securities.  When the Trustee incurs expenses or renders
services  after an Event of Default  specified  in clauses  6.01 (a) (iv) or (v)
occurs,  the  expenses  and the  compensation  for the  services are intended to
constitute expenses of administration under any Bankruptcy Law.

Section 7.08.  Replacement  of Trustee.
               -----------------------

(a) A  resignation  or removal of the  Trustee  and  appointment  of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment  as  provided  in this  Section  7.08.  The Trustee may resign by so
notifying  the  Company.  The Holders of a majority in  principal  amount of the
Securities  may remove the Trustee by so notifying  the Trustee and the Company.
The  Company  may remove the  Trustee if (i) the  Trustee  fails to comply  with
Section 7.10;  (ii) the Trustee is adjudged a bankrupt or an insolvent;  (iii) a
receiver or public officer takes charge of the Trustee or its property;  or (iv)
the Trustee becomes incapable of acting.

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

(c) If a  successor  Trustee  does not take  office  within  60 days  after  the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least l0% in

<PAGE>

principal  amount  of  the  Securities  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor Trustee.

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

(e) 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 Holders. The retiring
Trustee  shall  promptly  transfer  all  property  held by it as  Trustee to the
successor Trustee, subject to the lien provided for in Paragraph 7.07 (c).

Section 7.09.  Successor Trustee  by Merger,  etc.
               ----------------------------------

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

Section 7.10.  Eligibility;  Disqualification.
               ------------------------------

This  Indenture  shall  always  have a  Trustee  who  shall  at all  times  be a
corporation  organized and doing business under the laws of the United States or
of any State or Territory or of the District of Columbia which is (i) authorized
under  such  laws to  exercise  corporate  trust  powers,  and (ii)  subject  to
supervision  or  examination  by  Federal,  State,  Territorial,  or District of
Columbia authority. The Trustee shall always have a combined capital and surplus
as stated in Section  12.09.  This  Indenture  shall  never have a Trustee  that
directly or indirectly controls or is directly or indirectly controlled by or is
under direct or indirect common control with the Company.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

Section 8.01.  Termination  of Company's Obligations.
               -------------------------------------

(a) The Company may terminate all of its obligations under this Indenture if (i)
the  Securities  mature  within  one  year or all of them are to be  called  for
redemption  within one year under  arrangements  satisfactory to the Trustee for
giving the notice of redemption;  and (ii) the Company  irrevocably  deposits in
trust with the Trustee money or U.S.  Government  Obligations  sufficient to pay
principal and interest on the Securities to maturity or redemption,  as the case
may be. The  Company  may make the  deposit  only during the one year period and
only if ARTICLE XI permits it.  However,  the Company's  obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 7.07, 7.08 and 8.03, and in

<PAGE>

ARTICLE  X,  shall  survive  until the  Securities  are no  longer  outstanding.
Thereafter the Company's obligations in Section 7.07 and 8.03 shall survive.

(b) After a deposit the Trustee upon request  shall  acknowledge  in writing the
discharge of the Company's  obligations  under this  Indenture  except for those
surviving obligations specified in Paragraph (a) above.

(c) In order to have  money  available  on a payment  date 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 date in such amounts as will
provide the necessary money. U.S.  Government  Obligations shall not be callable
at the issuer's option.

(d) "U.S. Government  Obligations" means direct obligations of the United States
of  America  for the  payment  of which the full  faith and credit of the United
States of America is pledged.

Section 8.02.   Application of Trust Money.
               ---------------------------

The Trustee shall hold in trust money or U.S. Government  Obligations  deposited
with it pursuant to Section 8.01 above.  It shall apply the deposited  money and
the money from U.S.  Government  Obligations  through  the  Paying  Agent and in
accordance  with this  Indenture to the payment of principal and interest on the
Securities. Money and securities so held in trust are not subject to ARTICLE XI.

Section 8.03.  Repayment  to Company.
               ---------------------

The Trustee and the Paying Agent shall  promptly pay to the Company upon request
any excess  money or  securities  held by them at any time.  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. After
payment to the Company,  Holders  entitled to the money must look to the Company
for payment as general  creditors  unless an applicable  abandoned  property law
designates another person.

                                   ARTICLE IX

                                   AMENDMENTS

Section 9.01.  Without Consent of Holders.
               --------------------------

The Company and the Trustee may amend this Indenture or the  Securities  without
the consent of any Holder to (i) cure any  ambiguity,  defect or  inconsistency;
(ii) comply with Sections 5.01 and 10.17; or (iii) make any change that does not
adversely affect the right of any Holder.

<PAGE>

Section 9.02.  With Consent of Holders.
               -----------------------

(a) The Company and the Trustee may amend this Indenture or the Securities  with
the written consent of the Holders of at least 662/3% in principal amount of the
Securities.  However,  without the consent of each Holder affected, an amendment
under this  Section  9.02 may not:  (i) reduce  the amount of  Securities  whose
Holders must consent to an amendment; (ii) reduce the rate of or change the time
for payment of interest on any Security; (iii) reduce the Principal of or change
the fixed  maturity of any  Security;  (iv) make any  Security  payable in money
other than that stated in the Security;  (v) make any change in Sections 6.04 or
6.07 or the second  sentence  of this  Section  9.02;  (vi) make any change that
adversely affects the right to convert any Security; or (vii) make any change in
ARTICLE XI that adversely affects the rights of any Holder.

(b) An amendment  under this Section 9.02 may not make any change that adversely
affects  the rights  under  ARTICLE XI of any holder of an issue of Senior  Debt
unless the holders of the issue pursuant to its terms consent to the change.

(c) Without the  consent of any  Holders,  the Company and the Trustee may amend
the  Indenture to cure any  ambiguity,  omission,  defect or  inconsistency,  to
provide for the assumption by a successor  corporation of the obligations of the
Company  under the  Indenture,  to  provide  for  uncertificated  Debentures  in
addition  to  or  in  place  of  certificated   Debentures  (provided  that  the
uncertificated  Debentures are issued in registered form for purposes of Section
163(f)  of the  Internal  Revenue  Code of 1986,  or in a manner  such  that the
uncertificated Debentures are described in Section 163(f)(2)(B) of the Code), to
add guarantees with respect to the Debentures,  to secure the Debentures, to add
to the  covenants  of the Company for the benefit of the Holders or to surrender
any right or power conferred upon the Company,  to make any change that does not
adversely affect the rights of any Holder.

(d) The consent of the Holders is not  necessary  under the Indenture to approve
the particular form of any proposed amendment.  It is sufficient if such consent
approves the substance of the proposed amendment.

(e) After an amendment under the Indenture becomes effective,  the Company shall
mail to Holders a notice briefly describing such amendment. However, the failure
to give such notice to all Holders,  or any defect  therein,  will not impair or
affect the validity of the amendment.

Section 9.03.  Revocation and Effect of Consents.
               ---------------------------------

Until an amendment or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing  consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security,  even if notation of the consent is not made on any Security.
However,  any such Holder or subsequent  Holder may revoke the consent as to his
Security  or  portion  of a  Security  if the  Trustee  receives  the  notice of
revocation  before  the  date the  amendment  or  waiver  becomes  effective  in
accordance with its terms and thereafter binds every Holder.

<PAGE>

Section 9.04.  Notation on or Exchange of Securities.
               -------------------------------------

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

Section 9.05.  Trustee  Protected.
               ------------------

The Trustee need not sign any supplemental  indenture that adversely affects its
rights.

                                    ARTICLE X

                                   CONVERSION

Section 10.01.  Conversion  Privilege.
                ---------------------

A Holder may convert his  Security  into Common Stock of the Company at any time
during the period stated in Paragraph 7 of the Securities.  "Common Stock" means
Common  Stock  of the  Company  as it  exists  on the  date  this  Indenture  is
originally signed. The number of shares of Common Stock issuable upon conversion
of a Security shall be determined by dividing the principal  amount converted by
the conversion  price in effect on the conversion  date. The initial  conversion
price is  stated in  Paragraph  7 of the  Securities.  The  conversion  price is
subject  to  adjustment.  A Holder may  convert a portion  of a Security  if the
portion is $1,000 or a whole  multiple of $1,000.  Provisions of this  Indenture
that apply to  conversion  of all of a Security  also apply to  conversion  of a
portion of it.

Section 10.02.  Conversion Procedure.
                --------------------

To convert a Security a Holder must satisfy the  requirements  in Paragraph 7 of
the Securities. The date on which the Holder satisfies all those requirements is
the conversion date. As soon as practical, the Company shall deliver through the
Conversion  Agent a  certificate  for the number of full shares of Common  Stock
issuable upon the  conversion  adjusted to account for any  fractional  share as
provided in Section  10.03 below.  The person in whose name the  certificate  is
registered  shall be  treated  as a  stockholder  of  record  on and  after  the
conversion date. No payment or adjustment will be made for accrued interest on a
converted  Security.  If a Holder  converts  more than one  Security at the same
time, the number of full shares  issuable upon the conversion  shall be based on
the total  principal  amount of the  Securities  converted.  Upon surrender of a
Security  that is  converted in part,  the Trustee  shall  authenticate  for the
Holder a new Security equal in Principal  amount to the  unconverted  portion of
the Security  surrendered.  If the last day on which a Security may be converted
is a Legal Holiday in a place where a Conversion Agent is located,  the Security
may be surrendered to that  Conversion  Agent on the next succeeding day that is
not a Legal  Holiday.  The  Company  shall  reserve  out of its  authorized  but
unissued  Common  Stock or its Common  Stock held in treasury  enough  shares of
Common Stock to permit the  conversion of the  Securities.  All shares of

<PAGE>

Common Stock that may be issued upon conversion of the Securities shall be fully
paid and non-assessable. The Company will endeavor to comply with all securities
laws regulating the offer and delivery of shares of Common Stock upon conversion
of Securities and will endeavor to list such shares on each national  securities
exchange on which the Common Stock is then listed.

Section 10.03.  Fractional Shares.
                -----------------

The Company will not issue a fractional share of Common Stock upon conversion of
a Security.  Instead the Company will round any fractional  share to the nearest
share so that if the  fraction  is less than 0.5 no share shall be issued and if
the fraction is 0.5 or higher the Company shall issue one full share.

Section 10.04.  Taxes on Conversion.
                -------------------

If a Holder converts his Security, the Company shall pay any documentary,  stamp
or similar issue or transfer tax due on the issue of shares of Common Stock upon
the conversion.  However,  the Holder shall pay any such tax that is due because
the shares are issued in a name other than his.

Section 10.05.  Adjustment for Change in Capital Stock.
                --------------------------------------

Except as provided in Section  10.17 if the Company shall (i) declare a dividend
on its outstanding  Common Stock in shares of its capital stock,  (ii) subdivide
its outstanding  Common Stock, (iii) combine its outstanding Common Stock into a
smaller  number of  shares,  or (iv) issue any  shares of its  capital  stock by
reclassification  of its Common Stock  (including any such  reclassification  in
connection with a consolidation or merger in which the Company is the continuing
corporation), then in each such case the conversion privilege and the conversion
price in effect  immediately  prior to such action shall be adjusted so that the
Holder of a Security  thereafter  converted  may  receive the number and kind of
shares  which he would have owned  immediately  following  such action if he had
converted the Security  immediately prior to such action.  Such adjustment shall
be made  successively  whenever  such event shall occur.  The  adjustment  shall
become effective  immediately after the record date in the case of a dividend or
distribution  and  immediately  after  the  effective  date  in  the  case  of a
subdivision,  combination or  reclassification.  If after an adjustment a Holder
upon  conversion  of his Security  may receive  shares of two or more classes of
capital stock of the Company,  the Company's Board of Directors shall determine,
in good faith,  the  allocation  of the adjusted  conversion  price  between the
classes of capital stock.  After such allocation,  the conversion  privilege and
conversion  price of each class of capital stock shall  thereafter be subject to
adjustment  on terms  comparable  to those  applicable  to Common  Stock in this
ARTICLE X.

Section 10.06. Subscription Offerings.
               ----------------------

In case the Company shall issue rights,  options,  or warrants to all holders of
Common  Stock  entitling  them to  subscribe  for or purchase  Common  Stock (or
securities  convertible  into or  exchangeable  for Common Stock) at a price per
share  (or  having a  conversion  price

<PAGE>

per share, in the case of a security convertible into or exchangeable for Common
Stock)  less than the  Current  Market  Price  per share of Common  Stock on the
record date for the  determination  of  stockholders  entitled  to receive  such
rights,  then in each  such  case the  conversion  price  shall be  adjusted  by
multiplying  conversion price in effect immediately prior to such record date by
a fraction, of which the numerator shall be the number of shares of Common Stock
outstanding  on such record date plus the number of shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so to
be  offered  (or the  aggregate  initial  conversion  price  of the  convertible
securities so to be offered)  would purchase at such Current Market Price and of
which the denominator  shall be the number of shares of Common Stock outstanding
on such record date plus the number of  additional  shares of Common Stock to be
offered  for  subscription  or  purchase  (or  into  which  the  convertible  or
exchangeable   securities  so  to  be  offered  are  initially   convertible  or
exchangeable).  Such adjustment  shall become effective at the close of business
on such record date; provided, however, that, to the extent the shares of Common
Stock (or  securities  convertible  into or  exchangeable  for  shares of Common
Stock) are not  delivered,  the conversion  price shall be readjusted  after the
expiration of such rights, options, or warrants (but only as to those Securities
which are not converted after such  expiration),  to the conversion  price which
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights or  warrants  been made upon the basis of  delivery of only the number of
shares of Common  Stock (or  securities  convertible  into or  exchangeable  for
shares of Common Stock) actually issued.  In case any subscription  price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such  consideration  shall be as  determined  in good  faith by the
Company's  Board of  Directors.  Shares of Common Stock owned by or held for the
account of the  Company  or any  majority-owned  subsidiary  shall not be deemed
outstanding for the purpose of any such computation.

Section 10.07.  Other Rights to Acquire Common Stock.
                ------------------------------------

In case the Company shall  distribute to all holders of Common Stock  (including
any such distribution made to the stockholders of the Company in connection with
a  consolidation  or merger in which the Company is the continuing  corporation)
evidences  of  its   indebtedness  or  assets  (other  than  cash  dividends  or
distributions  and dividends  payable in shares of Common Stock),  or options or
warrants or  convertible  or  exchangeable  securities  containing  the right to
subscribe for or purchase shares of Common Stock (excluding those referred to in
Section  10.06  above),  then in each such case the  conversion  price  shall be
adjusted by multiplying the conversion price in effect  immediately prior to the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution  by a fraction,  of which the numerator shall be the Current Market
Price per share of Common Stock on such record date,  less the fair market value
(as determined in good faith by the Company's Board of Directors) of the portion
of the  evidences of  indebtedness  or assets so to be  distributed,  or of such
subscription  rights,  options,  or  warrants  or  convertible  or  exchangeable
securities  containing  the right to subscribe for or purchase  shares of Common
Stock,  applicable  to one  share,  and of which the  denominator  shall be such
Current Market Price per share of Common Stock.  Such  adjustment  shall be made
whenever any such  distribution is made, and shall become  effective on the date
of such  distribution  retroactive to the record date for the  determination  of
stockholders entitled to receive such distribution.

Section 10.08.  Current Market Price.
                --------------------

For the purpose of any  computation  under Sections  10.06 and 10.07 above,  the
"Current  Market Price" per share of Common Stock on any date shall be deemed to
be the average of the daily closing prices for the 30  consecutive  trading days
commencing  45 trading  days  before such date.  The closing  price for each day
shall be the last reported  sales price regular way or, in case no such reported
sale takes place on such day, the closing bid price  regular way, in either case
on the  principal  national  securities  exchange  on which the Common  Stock is
listed or admitted to trading or, if the Common  Stock is not listed or admitted
to trading on any national securities  exchange,  the highest reported bid price
as furnished by the National  Association of Securities  Dealers,  Inc.  through
NASDAQ  or  similar   organization  if  NASDAQ  is  no  longer   reporting  such
information,  or by the Pink  Sheets LLC or similar  organization  if the Common
Stock is not then quoted on an  inter-dealer  quotation  system.  If on any such
date the Common Stock is not quoted by any such organization,  the fair value of
the  Common  Stock  on such  date,  as  determined  by the  Company's  Board  of
Directors, shall be used.

Section 10.09     Action to Permit Valid Issuance of Common Stock.
                  -----------------------------------------------

Before taking any action which would cause an adjustment reducing the conversion
price below the then par value,  if any, of the shares of Common Stock  issuable
upon  conversion of the Debentures,  the Company will take all corporate  action
which may, in the opinion of its counsel, be necessary in order that the Company
may validly  and legally  issue  shares of such  Common  Stock at such  adjusted
conversion price.

Section 10.10.  Minimum Adjustment.
                ------------------

No adjustment in the  conversion  price shall be required if such  adjustment is
less than 1% of the then existing conversion price; provided,  however, that any
adjustments  which by reason of this  Section  10.10 are not required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  ARTICLE X shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case  may be.  Anything  to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the conversion  price, in addition to those required by this Section 10.10 as
it in its  discretion  shall  determine  to be advisable in order that any stock
dividends,  subdivision of shares,  distribution  of rights to purchase stock or
securities,  or distribution of securities  convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

Section 10.11.  When Adjustment May Be Deferred.
                -------------------------------

In any case in which this  ARTICLE X shall  require  that an  adjustment  in the
conversion price be made effective as of a record date for a specified event, if
a Security  shall have been  converted  after such  record  date the Company may
elect to defer until the  occurrence

<PAGE>

of such  event  issuing  to the  Holder of such  Security  the  shares,  if any,
issuable upon such conversion over and above the shares,  if any,  issuable upon
such  conversion  on the basis of the  conversion  price in effect prior to such
adjustment;  provided,  however, that the Company shall deliver to such Holder a
due  bill or other  appropriate  instrument  evidencing  the  Holder's  right to
receive such  additional  shares upon the occurrence of the event requiring such
adjustment.

Section 10.12.  Number of Shares.
                ----------------

Upon each  adjustment of the  conversion  price as a result of the  calculations
made in Sections  10.05 through 10.07 above,  the  Securities  shall  thereafter
evidence the right to purchase, at the adjusted conversion price, that number of
shares  (calculated  to the nearest  thousandth)  obtained  by dividing  (i) the
product obtained by multiplying the number of shares purchasable upon conversion
of the Securities  prior to adjustment of the number of shares by the conversion
price  in  effect  prior  to  adjustment  of the  conversion  price  by (ii) the
conversion price in effect after such adjustment of the conversion price.

Section 10.13  When No Adjustment Required.
               ---------------------------

No  adjustment  need be made for a  transaction  referred to in  Sections  10.05
through 10.07 if Holders are permitted to  participate  in the  transaction on a
basis no less favorable than any other party and at a level which would preserve
the Holders' percentage equity participation in the Common Stock upon conversion
of the Securities. No adjustment need be made for sales of Common Stock pursuant
to a Company plan for  reinvestment  of  dividends or interest,  the granting of
options  and/or the exercise of options  outstanding  under any of the Company's
currently  existing  stock option  plans,  the  exercise of  currently  existing
incentive  stock options or incentive  stock options which may be granted in the
future,  or the  exercise of any other of the  Company's  currently  outstanding
options.  No  adjustment  need be made for a change  in the par  value or no par
value of the Common Stock.  If the  Securities  become  convertible  solely into
cash, no  adjustment  need be made  thereafter.  Interest will not accrue on the
cash.

Section 10.14.  Notice  of Adjustment.
                ---------------------

Whenever the  conversion  price is adjusted,  the Company shall promptly mail to
Holders a notice of the  adjustment.  The Company  shall file with the Trustee a
certificate  from the Company's Chief Financial  Officer briefly stating (i) the
facts  requiring  the  adjustment,  (ii) the adjusted  conversion  price and the
manner of computing it, and the date on which such adjustment becomes effective.
The  certificate  shall be  evidence  that the  adjustment  is  correct,  absent
manifest error.

Section 10.15.  Voluntary  Reduction.
                --------------------

The Company from time to time may reduce the conversion  price by any amount for
any  period of time if the  period is at least 20 days and if the  reduction  is
irrevocable  during the period.  Whenever the conversion  price is reduced,  the
Company shall mail to Holders a notice of the reduction.  The Company shall mail
the notice at least 15 days before the date

<PAGE>

the reduced  conversion  price takes effect.  The notice shall state the reduced
conversion  price  and the  period  it will be in  effect.  A  reduction  of the
conversion  price does not change or adjust the  conversion  price  otherwise in
effect for purposes of Sections 10.05 through 10.07 above.

Section 10.16.  Notice of Certain Transactions.
                ------------------------------

If (i) the Company  takes any action  that would  require an  adjustment  in the
conversion  price  pursuant to this ARTICLE X; (ii) the Company takes any action
that would require a supplemental  indenture pursuant to Section 10.17; or (iii)
there is a liquidation or dissolution of the Company,  the Company shall mail to
Holders  a  notice  stating  the  proposed  record  date for a  distribution  or
effective date of a reclassification,  consolidation,  merger, transfer,  lease,
liquidation or  dissolution.  The Company shall mail the notice at least 15 days
before  such  date.  Failure  to mail the  notice or any  defect in it shall not
affect the validity of the transaction.

Section 10.17.  Reorganization of Company.
                -------------------------

If the Company is a party to a  transaction  subject to Section 5.01 or a merger
which reclassifies or changes its outstanding Common Stock, the person obligated
to deliver securities,  cash or other assets upon conversion of Securities shall
enter into a  supplemental  indenture.  If the issuer of securities  deliverable
upon  conversion of Securities is an affiliate of the  surviving,  transferee or
lessee corporation,  that issuer shall join in the supplemental  indenture.  The
supplemental  indenture  shall provide that the Holder of a Security may convert
it into the kind and amount of  securities,  cash or other assets which he would
have owned immediately after the consolidation,  merger, transfer or lease if he
had  converted  the  Security  immediately  before  the  effective  date  of the
transaction. The supplemental indenture shall provide for adjustments that shall
be as nearly  equivalent as may be practical to the adjustments  provided for in
this ARTICLE X. The  successor  company  shall mail to Holders a notice  briefly
describing the supplemental  indenture.  If this Section 10.17 applies,  Section
10.05 above does not apply.

Section 10.18.  Company  Determination  Final.
                -----------------------------

Any determination  that the Company or the Board of Directors must make pursuant
to this ARTICLE X shall be conclusive, absent manifest error.

Section 10.19.  Trustee's Disclaimer.
                --------------------

The Trustee has no duty to  determine  when an  adjustment  under this ARTICLE X
should be made,  how it should be made or what it should be. The  Trustee has no
duty to determine  whether any  provisions  of a  supplemental  indenture  under
Section  10.17  are  correct.  The  Trustee  makes no  representation  as to the
validity  or value  of any  securities  or  assets  issued  upon  conversion  of
Securities.  The Trustee shall not be responsible  for the Company's  failure to
comply with this ARTICLE X. Each  Conversion  Agent other than the Company shall
have the same protection under this Section 10.19 as the Trustee.

<PAGE>

                                   ARTICLE XI

                                  SUBORDINATION

Section 11.01.  Agreement  to Subordinate.
                -------------------------

The Company  agrees,  and each Holder by accepting a Security  agrees,  that the
indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner  provided in this ARTICLE XI, to the prior  payment
in full of all Senior Debt, and that the subordination is for the benefit of the
holders of Senior Debt.

Section 11.02.   Certain Definitions.
                 --------------------

         (a) "Indebtedness" means any indebtedness,  contingent or otherwise, in
respect of borrowed  money  (whether or not the recourse of the lender is to the
whole of the assets of the borrower or only to a portion thereof),  or evidenced
by bonds,  notes,  debentures or similar  instruments  or letters of credit,  or
representing  the  balance  deferred  and  unpaid of the  purchase  price of any
property or interest  therein,  except any such balance that constitutes a trade
payable, if and to the extent such indebtedness would appear as a liability upon
a balance sheet of the borrower  prepared on a consolidated  basis in accordance
with generally accepted accounting principles.

         (b)  "Representative"  means the  indenture  trustee or other  trustee,
agent or representative for an issue of Senior Debt.

         (c) "Senior  Debt" means the  principal  of and  premium,  if any,  and
interest (including  post-petition  interest,  if any) on, and any other payment
due pursuant to the terms of instruments creating or evidencing  Indebtedness of
the Company outstanding on the date of this Indenture or Indebtedness thereafter
created,  incurred,  assumed or  guaranteed  by the  Company  and all  renewals,
extensions  and  refundings  thereof,   which  is  payable  to  banks  or  other
traditional  long-term  institutional  lenders such as insurance  companies  and
pension   funds,   unless  in  the  instrument   creating  or  evidencing   such
Indebtedness,  it is provided that such  Indebtedness  is not senior in right of
payment to the  Securities.  Notwithstanding  the  foregoing,  Senior  Debt with
respect to the Company or any Subsidiary  shall not include (i) any Indebtedness
of the  Company to any  subsidiary  for money  borrowed  or  advanced  from such
Subsidiary and (ii) any  Indebtedness  representing  the redemption price of any
preferred stock.

         (d) A  distribution  as referred  to in this  ARTICLE XI may consist of
cash, securities or other property.

Section 11.03.  Liquidation, Dissolution, Bankruptcy.
                ------------------------------------

Upon  any  distribution  to  creditors  of  the  Company  in  a  liquidation  or
dissolution  of the  Company  or in a  bankruptcy,  reorganization,  insolvency,
receivership or similar  proceeding  relating to the Company or its property (i)
holders of Senior Debt shall be  entitled to receive  payment in full in cash of
the  principal  of and interest to the date of

<PAGE>

payment on the Senior  Debt  before  Holders  shall be  entitled  to receive any
payment of  principal  of or interest on  Securities;  and (ii) until the Senior
Debt is paid in full in  cash,  any  distribution  to  which  Holders  would  be
entitled  but for this  ARTICLE XI shall be made to  holders  of Senior  Debt as
their interest may appear,  except that Holders may receive  securities that are
subordinated to Senior Debt to at least the same extent as the Securities.

Section 11.04.  Default on Senior Debt.
                ----------------------

The Company may not pay  principal  or  interest on the  Securities  and may not
acquire any  Securities  for cash or property  other than  capital  stock of the
Company if (i) a default on Senior Debt occurs and is  continuing  that  permits
holders of Senior Debt to accelerate  its maturity,  and (ii) the default is the
subject of judicial  proceedings or the Company receives a notice of the default
from a person who may give it pursuant to Section 11.12.  The Company may resume
payments on the Securities and may require them when (A) the default is cured or
waived, or (B) 180 days pass after the notice is given if the default is not the
subject of  judicial  proceedings,  if this  ARTICLE XI  otherwise  permits  the
payment or acquisition at that time.

Section 11.05.  Acceleration of Securities.
                --------------------------

If payment of the Securities is accelerated because of an Event of Default,  the
Company shall promptly  notify holders of Senior Debt of the  acceleration.  The
Company may pay the Securities when 120 days pass after the acceleration  occurs
if this ARTICLE XI permits the payment at that time.

Section 11.06.  When Distribution Must be Paid over.
                -----------------------------------

If a distribution  is made to Holders that because of this ARTICLE XI should not
have been made to them, the Holders who receive the  distribution  shall hold it
in trust for holders of Senior  Debt and pay it over to them as their  interests
may appear.

Section 11.07.  Notice by Company.
                -----------------

The Company shall promptly  notify the Trustee and the Paying Agent of any facts
known to the Company  that would cause a payment of principal or interest on the
Securities to violate this ARTICLE XI.

Section 11.08.  Subrogation.
                -----------

After all Senior Debt is paid in full and until the Securities are paid in full,
Holders  shall be  subrogated to the rights of holders of Senior Debt to receive
distributions  applicable to Senior Debt. A distribution made under this ARTICLE
XI to holders of Senior Debt which otherwise would have been made to the Holders
is not, as between the Company and  Holders,  a payment by the Company on Senior
Debt.

Section 11.09.  Relative Rights.
                ---------------

<PAGE>

This ARTICLE XI defines the relative rights of the Holders and holders of Senior
Debt. Nothing in this Indenture shall (i) impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional,  to
pay  principal and interest on the  Securities  in accordance  with their terms;
(ii) affect the  relative  rights of the Holders  and  creditors  of the Company
other than  holders of Senior Debt;  or (iii)  prevent the Trustee or any Holder
from exercising its available remedies upon a Default,  subject to the rights of
holders  of  Senior  Debt to  receive  distributions  otherwise  payable  to the
HoIders.  If the Company  fails  because of this ARTICLE XI to pay  principal or
interest on a Security on the due date, the failure is still a Default.

Section 11.10.  Subordination May Not be Impaired by Company.
                --------------------------------------------

No rights of any  holder of Senior  Debt to  enforce  the  subordination  of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.

Section 11.11.  Distribution  or Notice  to Representative.
                ------------------------------------------

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

Section 11.12.  Rights of Trustee and Paying Agent.
                ----------------------------------

The  Trustee or Paying  agent may  continue to make  payments on the  Securities
until it receives notice  satisfactory to it that payments may not be made under
this ARTICLE XI. The Company,  an Agent, a Representative  or a holder of Senior
Debt may give the notice. If an issue of Senior Debt has a Representative,  only
the  Representative  may give the Notice.  The Trustee in its  individual or any
other  capacity  may hold  Senior  Debt with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights.

                                   ARTICLE XII

                                  MISCELLANEOUS

Section 12.01.  Notices.
                -------

Any notice or  communication  by the Company or the Trustee to the other is duly
given if in writing and delivered in person or mailed by first-class mail to the
other's  address stated in Section 12.9. The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices
or  communications.  Any notice or  communication to a Holder shall be mailed by
first-class  mail to his address  shown on the register  kept by the  Registrar.
Failure to mail a notice or  communication to a Holder or any defect in it shall
not  affect  its  sufficiency  with  respect  to other  Holders.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it. If the Company mails
a notice or

<PAGE>

communication to the Holders, it shall mail a copy to the Trustee and each Agent
at the same time.

Section 12.02.  Communications by Holders with Other Holders.
                --------------------------------------------

The Trustee, within five business days after receipt of a written application by
any three or more  Holders  stating that they desire to  communicate  with other
Holders  with respect to their rights  under the  Indenture or  Securities,  and
accompanied  by a copy of the form of proxy or other  communication  which  such
applicants propose to transmit, and by reasonable proof that each such applicant
has owned his Securities for a period of at least six months  preceding the date
of such application,  shall inform such applicants as to the approximate  number
of Holders and the approximate cost of mailing to such Holders the form of proxy
or other  communication,  if any,  specified  in such  application.  The Trustee
shall,  upon the written request of such applicants,  mail to all Holders copies
of the form of proxy or other  communication which is specified in such request,
with reasonable  promptness  after a tender to the Trustee of the material to be
mailed and of payment of the reasonable expenses of such mailing,  unless within
five days after such tender,  the Trustee shall determine,  in good faith,  that
such mailing would be contrary to the best  interests of the Holders or would be
in violation of applicable law.

Section 12.03.  Certificate and Opinion as to Conditions Precedent.
                --------------------------------------------------

Upon any request or application by the Company to the Trustee to take any action
under this Indenture,  the Company shall furnish to the Trustee (i) 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 (ii) an Opinion of Counsel  stating that in
the opinion of such counsel,  all such  conditions  precedent have been complied
with.

Section 12.04.  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 (i) a statement that the
person making such  Certificate  or Opinion has read such covenant or condition;
(ii) 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; (iii) 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 (iv) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

Section 12.05.  Rules by Trustee and Agents.
                ---------------------------

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

<PAGE>

Section 12.06.  Legal  Holidays.
                ---------------

A "Legal Holiday" is a Saturday, a Sunday 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 12.07.  No Recourse Against Others.
                --------------------------

All liability described in the Securities of any director,  officer, employee or
stockholder, as such, of the Company is waived and released.

Section 12.08.  Duplicate Originals.
                -------------------

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

Section 12.09.   Miscellaneous.
                 -------------

         (a) "Officer" means the President, any Vice-President, the Treasurer or
the Secretary of the Company.

         (b) The Trustee shall  initially  serve as  authenticating  agent.  The
Company initially appoints the Trustee as Paying Agent, Registrar and Conversion
Agent.

         (c) The first  certificate  pursuant  to Section  4.03 shall be for the
fiscal year ending on December 31, 2001.

         (d) The  reporting  date for Section  7.06 is November 15 of each year.
The first reporting date is April 15, 2001.

         (e) The  Trustee,  and  any  successor  Trustee,  shall  always  have a
combined  capital and surplus of at least  $10,000,000  as set forth in its most
recent published annual report of condition.

         (f) The Company's address is:

         CareerEngine Network, Inc.
         Two World Trade center
         Suite 2112
         New York, New York 10048-0203

         The Trustee's address is:


<PAGE>

Section 12.10.  Governing  Law.
                --------------

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

                                    SIGNATURES

Dated:                              CAREERENGINE NETWORK, INC.
      ---------------------


                                    By
                                       ----------------------------------------
                                       George W. Benoit, President

Attest:


Anthony S. Conigliaro, Secretary                   [SEAL]



Dated:
      ---------------------


                                    By
                                        ----------------------------------------


Attest:

<PAGE>

                                    EXHIBIT A

No: ___                                            $
                                                   -----------------



CAREERENGINE  NETWORK,  INC.,  a  Delaware  corporation,   promises  to  pay  to
____________________________________________    or   registered   assigns,   the
principal of _______________________________________ Dollars on March 31, 2010.


              12% Convertible Subordinated Debenture due March 31, 2010
              Interest Payment Dates:  January 1, April 1, July 1 and October 1
              Record Dates:  December 15, March 15, June 15 and September 15



Dated:  __,  2001


Authenticated

                  [TRUSTEE]                   CAREERENGINE
         ---------------------------            NETWORK, INC.

By                                              By
         ---------------------------               ----------------------------
         Authorized Officer                            Authorized Officer



                                                            [SEAL]


<PAGE>

                           CAREERENGINE NETWORK, INC.

            12% Convertible Subordinated Debenture Due March 31, 2010

1. Interest. CareerEngine Network, Inc. (the "Company"), a Delaware corporation,
promises  to pay  interest  on the  principal  amount  of  this  debenture  (the
"Security" or the  "Debenture")  at the rate per annum shown above.  The Company
will pay  interest  quarterly,  in  arrears,  on  January 1, April 1, July 1 and
October 1 of each year commencing July 1, 2001.  Interest on the Securities will
accrue  from the most  recent  date to which  interest  has been  paid or, if no
interest  has been paid,  from the day of delivery of the  Debentures.  Interest
will be computed on the basis of a 360-day year of twelve 30 day months.

2. Method of Payment.  The Company will pay interest on the  Securities  (except
defaulted interest) to the persons who are registered holders of Securities (the
"Holders") at the close of business on the 15th day of the month next  preceding
the interest  payment date even though  Securities are canceled after the record
date and on or before the interest  payment date,  except in  connection  with a
redemption.  Holders  must  surrender  Securities  to a Paying  Agent to collect
Principal payments.  The Company will pay Principal and interest in money of the
United  States  that at the time of payment is legal  tender for the  payment of
public and private debts. However, the Company may pay Principal and interest by
its check  payable in such money.  It may mail an  interest  check to a Holder's
registered address.

3. Paying Agent,  Registrar,  Conversion Agent.  Initially, ___ (the "Trustee"),
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent,  Registrar,  Conversion Agent or co-registrar  without notice.
The  Company  may  act  as  Paying  Agent,   Registrar,   Conversion   Agent  or
co-registrar.

4. Indenture.  The Company issued the Securities  under an Indenture dated as of
__, 2001 (the "Indenture") between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture.  The Securities are subject to
all such terms,  and Holders are  referred to the  Indenture  for a statement of
such terms.  The  Securities  are unsecured  general  obligations of the Company
limited to $ 5,765,000 in aggregate principal amount.

5. Redemption.  From time to time after the date hereof,  the Company may redeem
all or part of the Securities at 100% of Principal amount, plus accrued interest
to the  redemption  date if the  closing  price of the  Common  Stock  equals or
exceeds  2.154 times the then  conversion  price for a period of 20  consecutive
trading  days  ending  three  trading  days  prior to the  notice of  redemption
referred to in  Paragraph 6 below.  The closing  price for each day shall be the
last  reported  sales price  regular way or, in case no such reported sale takes
place on such day,  the  closing  bid price  regular  way, in either case on the
principal  national  securities  exchange on which the Common Stock is listed or
admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, the highest reported bid price as furnished
by the National  Association  of  Securities  Dealers,  Inc.  through  NASDAQ or
similar  organization if

<PAGE>

NASDAQ is no longer  reporting  such  information,  or by the Pink Sheets LLC or
similar  organization  if the Common Stock is not then quoted on an inter-dealer
quotation system.

6. 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
Securities to be redeemed at his registered address. Securities in denominations
larger  than  $1,000  may be  redeemed  in part but only in whole  multiples  of
$1,000. On and after the redemption date interest ceases to accrue on Securities
or portions of them called for redemption.

7.       Conversion.

         (a) A Holder may convert  all or a portion  (as  defined  below) of the
principal  amount of his Security  outstanding  at the time such  conversion  is
effected into Common Stock of the Company ("Common Stock") at any time after the
date hereof and before the close of business on the earlier of March 31, 2010 or
the date that principal and interest under this Debenture has been paid in full.
If the Security is called for redemption,  the Holder may convert it at any time
before the close of  business on the  redemption  date.  The initial  conversion
price is $2.00 per share,  subject to adjustment in certain events. To determine
the  number of  shares  issuable  upon  conversion  of a  Security,  divide  the
principal  amount  converted by the conversion price in effect on the conversion
date. On conversion  no payment or  adjustment  for accrued and unpaid  interest
will be made. All such interest will be forfeited. The Company will round to the
nearest share for any fractional  share so that if the fraction is less than 0.5
no share shall be issued and if the fraction is 0.5 or higher the Company  shall
issue one full share.

         (b) To  convert a  Security  a Holder  must (i)  complete  and sign the
conversion notice on the back of the Security;  (ii) surrender the Security to a
Conversion Agent; (iii) furnish appropriate endorsements and transfer documents,
if required by the Registrar or Conversion Agent; and (iv) if required,  pay any
transfer  or similar  tax if the  Holder  requests  that the Common  Stock to be
registered  in a name other  than his upon  conversion.  A Holder may  convert a
portion of a Security if the portion is $1,000 or a whole multiple of $1,000.

         (c)  The   conversion   price  will  be  adjusted   for   dividends  or
distributions   on  Common  Stock  payable  in  Company   Stock;   subdivisions,
combinations or certain  reclassifications of Common Stock; certain issuances of
Common Stock at less than the then Current  Market Value;  or  distributions  of
assets or debt securities of the Company. However, no adjustment will be made if
Holders may participate in the transaction or in certain other cases.

         (d) If the  Company  is a  party  to a  consolidation  or  merger  or a
transfer  or lease  of all or  substantially  all of its  assets,  the  right to
convert a Security  into Common  Stock may be changed into a right to convert it
into securities, cash or other assets of the Company or another entity.

8.  Subordination.  The Securities are subordinated to Senior Debt, which is the
principal  of  and  premium,  if  any,  and  interest  (including  post-petition
interest,  if any) on,

<PAGE>

and any other  payment  due  pursuant  to the terms of  instruments  creating or
evidencing Indebtedness of the Company outstanding on the date of this Indenture
or  Indebtedness  thereafter  created,  incurred,  assumed or  guaranteed by the
Company and all renewals, extensions and refundings thereof, which is payable to
banks or other  traditional  long-term  institutional  lenders such as insurance
companies and pension  funds,  unless in the  instrument  creating or evidencing
such Indebtedness,  it is provided that such Indebtedness is not senior in right
of payment to the Securities.  Notwithstanding  the foregoing,  Senior Debt with
respect to the Company or any Subsidiary  shall not include (i) any Indebtedness
of the  Company to any  Subsidiary  for money  borrowed  or  advanced  from such
Subsidiary and (ii) any  Indebtedness  representing  the redemption price of any
preferred   stock.   "Indebtedness,"   as  applied  to  any  entity   means  any
indebtedness,  contingent or otherwise, in respect of borrowed money (whether or
not the  recourse  of the lender is to the whole of the assets of such entity or
only to a portion thereof), or evidenced by bonds, notes,  debentures or similar
instruments  or letters of credit,  or  representing  the balance  deferred  and
unpaid of the  purchase  price of any property or interest  therein,  except any
such balance that  constitutes a trade  payable,  if and to the extent that such
indebtedness  would  appear as a liability  upon a balance  sheet of such entity
prepared  on  a  consolidated   basis  in  accordance  with  generally  accepted
accounting principles. To the extent provided in the Indenture, Senior Debt must
be  paid  before  the  Securities  may  be  paid.  The  Company  agrees  to  the
subordination and authorizes the Trustee to give it effect.

9.  Denomination,  Transfer and Exchange.  The Securities are in registered form
without coupons in  denominations  of $1,000 and whole multiples of $1,000.  The
transfer of Securities  may be  registered  and  Securities  may be exchanged as
provided in the  Indenture.  The  Registrar  may  require a Holder,  among other
things, to furnish  appropriate  endorsements and transfer  documents and to pay
any taxes and fees required by law or permitted by the Indenture.  The Registrar
need not exchange or register the transfer of any  Securities for a period of 15
days before a selection of Securities  to be redeemed.  The  Securities  are not
separable  from the Units of which they are a part,  and may not be  transferred
separately  until  six  months  from  the  effective  date  of the  registration
statement in which these  Securities were registered  unless the Company and the
underwriter  agree that the Securities can be separated and traded separately on
an earlier date.

10. Persons Deemed Owners. The registered holder of a Security may be treated as
its owner for all purposes.

11. Amendments and Waivers. Subject to certain exceptions,  the Indenture or the
Securities may be amended with the consent of the Holders of at least 66 2/3% in
principal  amount of the  Securities.  Without the  consent of any  Holder,  the
Indenture  or the  Securities  may be amended to cure any  ambiguity,  defect or
inconsistency, to provide for assumption of Company obligations to Holders or to
make any change that does not adversely affect the rights of any Holders.

12.  Defaults and Remedies.  Each of the following  occurrences  constitutes  an
Event of Default: (i) failure by the Company to pay principal or interest on the
Securities  when due and such  failure  shall  remain  uncured  for a period  of
fifteen (15) days after notice thereof has been given to the Company by holders;
(ii) failure by the Company to comply with any

<PAGE>

of its other  material  agreements in the Indenture or the  Securities  and such
failure  shall  remain  uncured  for a period of thirty  (30) days after  notice
thereof  has been  given by holders or the  Trustee  to the  Company;  (iii) any
representation  or warranty made in the Security or the Indenture by the Company
shall be untrue or incorrect in any material respect as of the date when made or
deemed made and (iv) certain events of bankruptcy or insolvency.  If an Event of
Default  occurs  and is  continuing,  the  Trustee  or the  Holder of at least a
majority in Principal amount of the Securities may declare all of the Securities
to be due and payable  immediately.  Notwithstanding  the  foregoing,  a default
under  clause  (i),  (ii) or (ii)  above is not an Event of  Default  until  the
Trustee  or the  Holders  of at least a  majority  in  Principal  amount  of the
Securities  notify the  Company of the  Default.  Holders  may not  enforce  the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require  indemnity  satisfactory  to it before it enforces the  Indenture or the
Securities.  Subject to certain limitations,  Holders of a majority in Principal
amount of the  Securities  may direct the  Trustee in its  exercise of any trust
power.  The Trustee may withhold from Holders notice of any  continuing  default
(except a default in the payment of Principal or interest) if it determines that
withholding  notice is in their  interest.  The Company  must  furnish an annual
compliance certificate to the Trustee.

13. Trustee Dealings with the Company.  The Trustee under the Indenture,  in its
individual or any other  capacity,  may make loans to, accept deposits from, and
perform services for the Company or its Affiliates,  and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

14. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Company shall not have any  liability  for any  obligations  of the
Company under the Securities or the Indenture or for any claim based thereon, in
respect of or by reason of such  obligations or their  creation.  Each Holder by
accepting a Security  waives and  releases  all such  liability.  The waiver and
release are part of the consideration for the issue of the Securities.

15. Authentication.  This Security shall not be valid until authenticated by the
manual  signature  of the Trustee or an  authenticating  agent  appointed by the
Trustee.

16. Abbreviations.  Customary  abbreviations may be used in the name of a Holder
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").

17. CUSIP  Numbers.  The Company has caused  CUSIP  numbers to be printed on the
Securities  and has  directed  the  Trustee  to use CUSIP  numbers in notices of
redemption  as a convenience  to Holders.  No  representation  is made as to the
accuracy of such numbers  either as printed on the Securities or as contained in
any  notice  of  redemption  and  reliance  may be  placed  only  on  the  other
identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a
copy of the Indenture, which has in it the text of this Security in larger type.
Requests may be made to: Secretary,  CareerEngine Network, Inc., Two world Trade
Center,  Suite 2112, New York, New York  10048-0203.  In the event that there is
any difference between the terms of this Debenture and the Indenture,  the terms
of the Indenture will control.


<PAGE>


             ASSIGNMENT FORM                        CONVERSION NOTICE

To assign this Security, fill in the   To convert this Security into Common form
below:                                 Stock of the Company, check the box: [ ]

I or we assign and transfer this       To convert only part of this Security,
Security to                            state the amount:

(Insert assignee's Soc. Sec. or Tax
I.D. No.)

                                                   $_______________


                                      If you want the stock certificate made out
------------------------------------  in another person's name, fill in the
                                      form below:
------------------------------------

------------------------------------  (Insert assignee's soc. sec. or tax i.d.
(Print or type assignee's name,       no.)
address and zip code)

and irrevocably appoint ___________

________________  agent to transfer
this Security on the books of the
Company. This agent may substitute    _______________________________________
another to act for him.               (Print or type assignee's name, address
                                      and zip code)


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


Date:                           Your Signature
       --------------------                   ---------------------------------

(Sign your name exactly as it appears on the other side of this Security)