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                  PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC.

                                       AND

                                  REGIONS BANK



                                _________________



                                 Trust Indenture

                          Dated as of January 29, 2002

                                _________________



                                 $16,000,000.00

                          Certificates of Indebtedness


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                                TABLE OF CONTENTS

ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE                         4
         Section 1.01      Definitions                                         4
         Section 1.02      Other Definitions                                   5
         Section 1.03      Incorporation by Reference of Trust Indenture Act.  5
         Section 1.04      Rules of Construction.                              5
ARTICLE 2 - THE SECURITIES                                                     5
         Section 2.01      Form and Dating.                                    5
         Section 2.02      Execution and Authentication.                       6
         Section 2.03      Agents.                                             6
         Section 2.04      Security Owner Lists.                               6
         Section 2.05      Registration, Transfer and Exchange.                6
         Section 2.06      Replacement Securities.                             7
         Section 2.07      Outstanding Securities.                             7
         Section 2.08      Temporary Securities.                               7
         Section 2.09      Cancellation.                                       7
         Section 2.10      Defaulted Interest.                                 7
         Section 2.11      Book Entry Form.                                    7
ARTICLE 3 - REDEMPTION                                                         8
         Section 3.01      Notices to Paying Agent.                            8
         Section 3.02      Selection of Securities to be Redeemed.             8
         Section 3.03      Notice of Redemption.                               8
         Section 3.04      Deposit of Redemption Price.                        8
         Section 3.05      Effect of Notice of Redemption.                     8
         Section 3.06      Securities Redeemed in Part.                        8
ARTICLE 4 - COVENANTS                                                          8
         Section 4.01      Payment of Securities.                              8
         Section 4.02      Books and Records.                                  9
         Section 4.03      Use of Proceeds.                                    9
         Section 4.04      Corporate Existence.                                9
         Section 4.05      Compliance Certificate.                             9
         Section 4.06      SEC Reports.                                        9
         Section 4.07      Notices of Certain Events.                          9
ARTICLE 5 - SUCCESSOR CORPORATION                                             10
         Section 5.01      When Corporation May Merge, etc.                   10
ARTICLE 6 - DEFAULTS AND REMEDIES                                             10
         Section 6.01      Events of Default.                                 10
         Section 6.02      Acceleration.                                      10
         Section 6.03      Remedies.                                          11
         Section 6.04      Waiver of Past Defaults.                           11
         Section 6.05      Control by Majority.                               11
         Section 6.06      Limitation on Suits.                               11
         Section 6.07      Rights of Owners to Receive Payment.               11
         Section 6.08      Limited Liability.                                 11
         Section 6.09      Trustee May File Proofs of Claim.                  12
         Section 6.10      Priorities.                                        12
         Section 6.11      Undertaking for Costs.                             12
ARTICLE 7 - TRUSTEE, PAYING AGENT AND REGISTRAR                               13
         Section 7.01      Duties.                                            13
         Section 7.02      Rights of Trustee, Paying Agent and Registrar.     13
         Section 7.03      Disclaimers.                                       13
         Section 7.04      Individual Rights of Trustee, Paying Agent
                             and Registrar.                                   13
         Section 7.05      Notice of Defaults.                                14
         Section 7.06      Reports by Trustee to Owners.                      14
         Section 7.07      Compensation and Indemnity.                        14

                                       i

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         Section 7.08      Replacement of Trustee, Paying Agent or Registrar. 14
         Section 7.09      Successor by Merger, etc.                          15
         Section 7.10      Eligibility; Disqualification.                     15
         Section 7.11      Preferential Collection of Claims Against
                             Corporation.                                     15
ARTICLE 8 - DISCHARGE OF INDENTURE                                            15
         Section 8.01      Termination of Corporation's Obligations.          15
         Section 8.02      Application of Trust Money.                        16
         Section 8.03      Repayment to Corporation.                          16
ARTICLE 9 - AMENDMENTS, SUPPLEMENTS AND WAIVERS                               16
         Section 9.01      Without Consent of Owners.                         16
         Section 9.02      With Consent of Owners.                            16
         Section 9.03      Revocation and Effect of Consents.                 17
         Section 9.04      Notation on or Exchange of Securities.             17
         Section 9.05      Trustee to Sign Amendments, etc.                   17
         Section 9.06      Future Certificates.                               17
         Section 9.07      Compliance with Trust Indenture Act.               17
ARTICLE 10 - MISCELLANEOUS                                                    18
         Section 10.01     Notices.                                           18
         Section 10.02     Communications by Security Owners with Other
                             Security Owners.                                 18
         Section 10.03     Certificate and Opinion as to Conditions
                             Precedent.                                       18
         Section 10.04     Statements Required in Certificate or Opinion.     18
         Section 10.05     When Securities Disregarded.                       18
         Section 10.06     Rules by Trustee, Paying Agent, Registrar.         18
         Section 10.07     Legal Holidays.                                    18
         Section 10.08     Governing Law.                                     18
         Section 10.09     No Adverse Interpretation of Other Agreements.     18
         Section 10.10     No Recourse Against Others.                        18
         Section 10.11     Successors.                                        18
         Section 10.12     Duplicate Originals.                               18
         Section 10.13     Trust Indenture Act Controls.                      18

                                       ii

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                    CORNERSTONE MINISTRIES INVESTMENTS, INC.
           Reconciliation and Tie between Trust Indenture Act of 1939
                 and the Indenture dated as of January 29, 2002

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


N.A. means Not Applicable.

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

                                      iii

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                  TRUST   INDENTURE   dated  as  of  January  29,  2002,   among
                  PIF/CORNERSTONE   MINISTRIES,   INC.,  a  Georgia  corporation
                  ("Corporation")   and  REGIONS   BANK,   an  Alabama   banking
                  corporation (as "Trustee").

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

                  - DEFINITIONS AND INCORPORATION BY REFERENCE

Definitions

                  "Certificate"  means  any  of the  Series  C  Certificates  of
                  Indebtedness   or  any  other   series  of   certificates   of
                  indebtedness issued from time to time hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

                                       iv

<PAGE>


                  "Registered  Security Owner" means the registered owner of any
                  Registered Security.

                  "SEC" means the Securities and Exchange Commission.

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

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

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

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

Other Definitions
                           Term                               Defined in Section

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

Incorporation by Reference of Trust Indenture Act.

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

                  "Indenture Securities" means the Securities.

                  "Obligor" on the Indenture Securities means the Corporation.

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

Rules of Construction.

                  Unless the context otherwise requires:
                  a term has the meaning assigned to it;
                  an  accounting  term not  otherwise  defined  has the  meaning
                  assigned  to  it  in  accordance   with   generally   accepted
                  accounting principles;
                  "or" is not exclusive; and
                  words in the  singular  include the plural,  and in the plural
                  include the singular.


                                - THE SECURITIES

Form and Dating.

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

                                       5

<PAGE>


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

Execution and Authentication.

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

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

                  Registrar shall authenticate  Securities for original issue in
                  the aggregate  principal  amount of up to  $16,000,000  upon a
                  written order of the Corporation  signed by two Officers or by
                  an Officer and an Assistant Treasurer of the Corporation.  The
                  aggregate  principal  amount of Securities  outstanding at any
                  time may be increased  pursuant to the  provisions  of Section
                  9.06 hereof.

Agents.

                  The  Corporation  shall  maintain  an office  or agency  where
                  Securities  may be presented for  registration  of transfer or
                  for  exchange   ("Registrar")  and  where  Securities  may  be
                  presented   for  payment   ("Paying   Agent").   Whenever  the
                  Corporation  must  issue or  deliver  Certificated  Securities
                  pursuant to this Indenture, the Trustee shall authenticate the
                  Certificated  Securities  at the  Corporation's  request.  The
                  Registrar shall keep a register of the Securities and of their
                  transfer and exchange.

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

Security Owner Lists.

                  Registrar  shall  preserve,   in  as  current  a  form  as  is
                  reasonably  practicable,  the most recent list available to it
                  of the names and  addresses  of  Registered  Security  Owners.
                  Registrar, on behalf of the Corporation,  shall furnish to the
                  Trustee,  on or before each semiannual  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  Registered
                  Security Owners.

Registration, Transfer and Exchange.

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

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

                                       6

<PAGE>


Replacement Securities.

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

Outstanding Securities.

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

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

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

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

Temporary Securities.

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

Cancellation.

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

Defaulted Interest.

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

Book Entry Form.

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

                                       7

<PAGE>


                                  - REDEMPTION
Notices to Paying Agent.

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

Selection of Securities to be Redeemed.

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

Notice of Redemption.

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

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

                  the redemption date;
                  the redemption price as specified in the Securities;
                  The name and address of Paying Agent;
                  that  Certificated  Securities  called for redemption  must be
                  surrendered to Paying Agent to collect the  redemption  price;
                  and
                  that  interest  ceases  to  accrue on  Securities  called  for
                  redemption   on  and  after  the   redemption   date.  At  the
                  Corporation's  request,  Paying Agent shall give the notice of
                  redemption in the Corporation's name and at its expense.

Deposit of Redemption Price.

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

Effect of Notice of Redemption.

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

Securities Redeemed in Part.

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


                                   - COVENANTS
Payment of Securities.

                  The  Corporation  shall  promptly  pay  the  principal  of and
                  interest  on the  Securities  on the dates  and in the  manner
                  provided in the  Securities.  An  installment  of principal or
                  interest  shall  be  considered  paid on the date it is due if
                  Paying  Agent  holds on that  date  money  designated  for and
                  sufficient to pay the  installment.  To facilitate the payment
                  of principal and interest,  the

                                       8

<PAGE>


                  Corporation  has  created  with  Paying  Agent  a  Certificate
                  Payment  Fund into which the  Corporation  shall pay, not less
                  than  three  (3)  business  days  prior to any  principal  and
                  interest  paying  date,  an  amount  sufficient  to  make  all
                  principal  and interest  payments.  Paying Agent will disburse
                  from said fund all  payments  of  principal  and  interest  on
                  Certificates, fiduciaries' fees and such other sums as are due
                  and payable as provided herein.

                  Paying  Agent  shall  notify the  Corporation  of the  amounts
                  required to be deposited into said fund at least five (5) days
                  prior to any principal and interest payment date.

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

Books and Records.

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

Use of Proceeds.

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

Corporate Existence.

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

Compliance Certificate.

                  The  Corporation  shall  deliver  to the  Trustee  within  one
                  hundred twenty (120) days after the end of each fiscal year of
                  the Corporation an Officers'  Certificate  stating whether the
                  signers  know of any  Default  by the  Corporation  under this
                  Indenture.  If they do know of such a Default, the certificate
                  shall describe the Default. The Officers' Certificate need not
                  comply with Section  10.04.  The first  Officers'  Certificate
                  shall be delivered to the Trustee by April 30, 2002.

SEC Reports.

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

Notices of Certain Events.

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

                                       9

<PAGE>


                             - SUCCESSOR CORPORATION

When Corporation May Merge, etc.

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


                             - DEFAULTS AND REMEDIES

Events of Default.

                  An "Event of Default" occurs if:

                  the Corporation fails to pay interest on any Security when the
                           same   becomes  due  and  payable  and  such  failure
                           continues for a period of sixty (60) days;
                  the  Corporation  fails to pay the  principal  of any Security
                           when the same  becomes due and  payable at  maturity,
                           upon   redemption   or  otherwise  and  such  failure
                           continues for a period of sixty (60) days;
                  the  Corporation  fails  to  comply  with  any  of  its  other
                           agreements in connection  with the Securities or this
                           Indenture  and such failure  continues for the period
                           and after the notice specified below;
                  the  Corporation,  pursuant  to or within  the  meaning of any
                           Bankruptcy Law:
                           commences a voluntary case;
                           consents to the entry of an order for relief  against
                           it in an involuntary case;
                           consents to the  appointment  of a Custodian of it or
                           for any substantial part of its property;
                           makes a general  assignment  for the  benefit  of its
                           creditors;
                           or fails  generally  to pay its debts as they  become
                           due; or
                  a court of  competent  jurisdiction  enters an order or decree
                           under any Bankruptcy Law that:
                           is  for  relief   against  the   Corporation   in  an
                           involuntary case;
                           appoints a Custodian  of the  Corporation  or for any
                           substantial part of its property; or
                           orders the liquidation of the Corporation;
                           and the  order  or  decree  remains  unstated  and in
                           effect for ninety (90) days.

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

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

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

Acceleration.

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

                                       10

<PAGE>


                  on such expenses, charges and fees, then the Obligations shall
                  be deemed reinstated in accordance with the original terms.

Remedies.

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

                  The  Trustee  may  maintain a  proceeding  even if it does not
                  possess any of the  Securities or does not produce any of them
                  in the proceedings.  A delay or omission by the Trustee or any
                  Security Owner in exercising any right or remedy accruing upon
                  an Event of Default  shall not impair  such right or remedy or
                  constitute  a  waiver  of or  acquiescence  in  the  Event  of
                  Default.  No remedy is  exclusive  of any  other  remedy.  All
                  available remedies are cumulative.

Waiver of Past Defaults.

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

Control by Majority.

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

Limitation on Suits.

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

                  the Owner gives to the Trustee  written notice of a continuing
                           Event of Default;
                  the Owners of at least a majority in  principal  amount of the
                           Securities  make a written  request to the Trustee to
                           pursue the remedy;
                  such  Owner  or  Owners   offer  to  the   Trustee   indemnity
                           satisfactory   to  the  Trustee   against  any  loss,
                           liability or expense; and
                  the Trustee does not comply with the request within sixty (60)
                           days after  receipt of the  request  and the offer of
                           indemnity.
                  A Security  Owner may not use this  Indenture to prejudice the
                  rights of another  Security Owner or to obtain a preference or
                  priority over any other Security Owner.

Rights of Owners to Receive Payment.

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

Limited Liability.

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

                                       11

<PAGE>


Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other  papers or
                  documents  as may be  necessary  or advisable in order to have
                  the claims of the Trustee and the Security  Owners  allowed in
                  any  judicial  proceedings  relative to the  Corporation,  its
                  creditors or its property.

Priorities.

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

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

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

                  Third: to the Corporation.

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

Undertaking for Costs.

                  In any suit for the  enforcement  of any right or remedy under
                  this  Indenture  or in any suit  against  the  Trustee for any
                  action  taken  or  omitted  by it as  Trustee,  a court in its
                  discretion may require the filing by any party litigant in the
                  suit of an  undertaking  to pay the costs of the suit, and the
                  court in its discretion may assess reasonable costs, including
                  reasonable  attorneys' fees, against any party litigant in the
                  suit,  having  due  regard to the merits and good faith of the
                  claims or defenses  made by the party  litigant.  This Section
                  does not apply to a suit by the  Trustee,  a suit brought by a
                  Owner of  Securities  pursuant to Section  6.07,  or a suit by
                  Owners of more than ten percent  (10%) in principal  amount of
                  the Securities.

                                       12

<PAGE>


                      - TRUSTEE, PAYING AGENT AND REGISTRAR

Duties.

                  If an Event of Default has  occurred  and is  continuing,  the
                           Trustee shall  exercise its rights and powers and use
                           the same degree of care and skill in its  exercise as
                           a  prudent  person  would  exercise  or use under the
                           circumstances  in the  conduct  of  his  or  her  own
                           affairs.
                  Except during the continuance of an Event of Default:
                           The Trustee  need  perform only those duties that are
                                    specifically set forth in this Indenture and
                                    no others; and
                           In the absence of bad faith on its part, the Trustee,
                                    Paying Agent or Registrar  may  conclusively
                                    rely, as to the truth of the  statements and
                                    the  correctness  of the opinions  expressed
                                    therein,   upon   certificates  or  opinions
                                    furnished  to  it  and   conforming  to  the
                                    requirements of this Indenture. The Trustee,
                                    Paying Agent or  Registrar,  however,  shall
                                    examine  the  certificates  and  opinions to
                                    determine whether or not they conform to the
                                    requirements of this Indenture.
                  Neither  Trustee,  Paying Agent nor  Registrar may be relieved
                           from liability for its own negligent action,  its own
                           negligent   failure  to  act,   or  its  own  willful
                           misconduct,  except  that:  This  paragraph  does not
                           limit the  effect of  paragraph  (2) of this  Section
                           7.01;
                           Neither Trustee,  Paying Agent nor Registrar shall be
                                    liable  for any  error of  judgment  made in
                                    good  faith,  unless it is  proved  that the
                                    such entity was  negligent  in  ascertaining
                                    the pertinent facts; and
                           Neither  Trustee, Paying Agent nor Registrar shall be
                                    liable  with  respect to any action it takes
                                    or omits to take in good faith in accordance
                                    with a direction  received by it pursuant to
                                    Sections 6.05 or 6.06.
                  Every  provision of this  Indenture that in any way relates to
                           Trustee,  Paying  Agent or  Registrar  is  subject to
                           paragraphs (1), (2) and (3) of this Section 7.01.
                  The Trustee  may refuse to perform  any duty or  exercise  any
                           right  or  power   unless   it   receives   indemnity
                           satisfactory  to it against  any loss,  liability  or
                           expense.
                  Neither  Trustee,  Paying Agent nor Registrar  shall be liable
                           for  interest  on any money  received by it except as
                           otherwise agreed with the Corporation.

Rights of Trustee, Paying Agent and Registrar.

                  Trustee,  Paying Agent or  Registrar  may rely on any document
                           believed  by it to be genuine and to have been signed
                           or  presented  by the  proper  person.  It  need  not
                           investigate   any  fact  or  matter   stated  in  the
                           document.
                  Before a Trustee,  Paying Agent or Registrar  acts or refrains
                           from acting, it may require an Officers'  Certificate
                           or an opinion of  counsel.  Neither  Trustee,  Paying
                           Agent or Registrar  shall be liable for any action it
                           takes or omits to take in good faith in  reliance  on
                           such an Officer's Certificate or opinion.
                  Trustee  may act through  agents and shall not be  responsible
                           for  the   misconduct  or  negligence  of  any  agent
                           appointed with due care.
                  Neither  Trustee,  Paying Agent nor Registrar  shall be liable
                           for any  action  it  takes  or  omits to take in good
                           faith which it believes  to be  authorized  or within
                           its rights or powers.

Disclaimers.

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

Individual Rights of Trustee, Paying Agent and Registrar.

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

                                       13

<PAGE>


Notice of Defaults.

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

Reports by Trustee to Owners.

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

                  If  required  by the TIA, a copy of each report at the time of
                  its mailing to Security Owners shall be filed with the SEC.

Compensation and Indemnity.

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

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

Replacement of Trustee, Paying Agent or Registrar.

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

                  the Trustee,  Paying Agent or Registrar is adjudged a bankrupt
                           or an insolvent;
                  a  receiver  or  other  public  officer  takes  charge  of the
                           Trustee,  Paying Agent or Registrar or its  property;
                           or
                  the  Trustee,  Paying  Agent or  Registrar  otherwise  becomes
                           incapable of acting.
                  If the  Trustee,  Paying  Agent  or  Registrar  resigns  or is
                  removed  or if a  vacancy  exists in the  office  of  Trustee,
                  Paying  Agent,  or Registrar for any reason,  the  Corporation
                  shall promptly appoint a successor.

                  A successor Trustee, Paying Agent or Registrar shall deliver a
                  written acceptance of its appointment to the retiring Trustee,
                  Paying Agent or Registrar and to the Corporation.  Immediately
                  thereafter,  the retiring  Trustee,  Paying Agent or Registrar
                  shall  transfer  all  property  held  by it  hereunder  to the
                  successor Trustee, Paying Agent or Registrar,  the resignation
                  or

                                       14

<PAGE>


                  removal of the  retiring  Trustee,  Paying  Agent or Registrar
                  shall become  effective,  and the  successor  Trustee,  Paying
                  Agent or  Registrar  shall  have all the  rights,  powers  and
                  duties of the prior Trustee, Paying Agent or Registrar, as the
                  case may be, under this Indenture. A successor Trustee, Paying
                  Agent or Registrar shall give notice of its succession to each
                  Security Owner as provided in Section 10.01.

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

Successor by Merger, etc.

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

Eligibility; Disqualification.

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

Preferential Collection of Claims Against Corporation.

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


                            - DISCHARGE OF INDENTURE

Termination of Corporation's Obligations.

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

                  The   Corporation  at  any  time  may  terminate  all  of  its
                  obligations  under the Securities  and this Indenture  (except
                  under  Section  7.06 and with respect to the  registration  of
                  transfer  or  exchange  provide  herein) if it  deposits  with
                  Trustee  money or U.S.  Government  Obligations  in an  amount
                  necessary to satisfy all Obligations thereunder and hereunder.
                  The Corporation's  obligations with respect to registration of
                  transfer or exchange  shall  terminate when the Securities are
                  no   longer   outstanding.   Thereafter,   the   Corporation's
                  obligations in Section 7.06 hereof shall survive.

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

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

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

                                       15

<PAGE>


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

                  "U.S. Government Obligations" means:

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

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

Application of Trust Money.

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

Repayment to Corporation.

                  Trustee and Paying Agent shall promptly pay to the Corporation
                  any excess money or securities held by it at any time. Trustee
                  and Paying Agent shall pay to the  Corporation  any money held
                  by it for the payment of  principal  or interest  that remains
                  unclaimed for two (2) years.


                      - AMENDMENTS, SUPPLEMENTS AND WAIVERS

Without Consent of Owners.

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

                  to cure any ambiguity, omission, defect or inconsistency;
                  to make any change that does not  adversely  affect the rights
                           of any Security Owner in any material respect;
                  to issue additional Certificates of any series hereunder;
                  to  authorized  additional  series or classes of  indebtedness
                           hereunder  and to incur any  amount of  indebtedness,
                           whether secured or unsecured; or
                  to evidence the succession of a successor corporation or other
                           entity to the  Corporation and the assumption by such
                           successor of the covenants of the Corporation  herein
                           and in the Securities.

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

With Consent of Owners.

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

                                       16

<PAGE>


                  reduce the amount of  Securities  whose Owners must consent to
                           an amendment, supplement or waiver;
                  reduce the rate or extend the time for  payment of interest on
                           any Security;
                  reduce the  principal  of or extend the fixed  maturity of any
                          Security;
                  make any  Security  payable in money other than that stated in
                          the Security; or
                  waive a Default on payment of  principal or of interest on any
                          Security.

Revocation and Effect of Consents.

                  Any  consent  to  an  amendment,  supplement  or  waiver  by a
                  Security  Owner  shall  bind the Owner  and  every  subsequent
                  Security  Owner or portion of a Security  that  evidences  the
                  same debt as the consenting Owner's Security, even if notation
                  of such consent is not made on any Security. Any such Owner or
                  subsequent Owner,  however,  may revoke such consent as to his
                  or her  Security  or portion of a Security.  The Trustee  must
                  receive  the  notice of such  revocation  before  the date the
                  amendment, supplement or waiver becomes effective.

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

Notation on or Exchange of Securities.

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

Trustee to Sign Amendments, etc.

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

Future Certificates.

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

Compliance with Trust Indenture Act.

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

                                       17

<PAGE>


                                 - MISCELLANEOUS

Notices.

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

                  if to the Corporation:

                                    Cornerstone Ministries Investments, Inc.
                                    6030 Bethelview Road, Suite 101
                                    Cumming, Georgia 30040
                                    Attention: Chief Financial Officer

                  if to the Trustee:

                                    Regions Bank
                                    60 Commerce Street
                                    Montgomery, Alabama  36104
                                    Attention:   Robert B. Rinehart

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

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

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

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

Communications by Security Owners with Other Security Owners.

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

Certificate and Opinion as to Conditions Precedent.

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

                  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
                  an opinion of counsel  stating  that,  in the  opinion of such
                           counsel,  all such  conditions  precedent  have  been
                           complied with.
                  Each opinion of counsel shall be in writing. The legal counsel
                  who  renders  it  may  be an  employee  of or  counsel  to the
                  Corporation.  The legal  counsel  shall be  acceptable  to the
                  Trustee, Paying Agent or Registrar.

                                       18

<PAGE>


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:

                  a statement that the person making such certificate or opinion
                           has read such covenant or condition;
                  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;
                  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
                  a  statement  as to  whether  or not,  in the  opinion of such
                           person,  such condition or covenant has been complied
                           with.

When Securities Disregarded.

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

Rules by Trustee, Paying Agent, Registrar.

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

Legal Holidays.

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

Governing Law.

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

No Adverse Interpretation of Other Agreements.

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

No Recourse Against Others.

                  A director,  officer, employee or stockholder, as such, of the
                  Corporation  shall not have any liability for any  obligations
                  of the  Corporation  under  Securities or the Indenture or for
                  any  claim  based  on,  in  respect  of or by  reason  of such
                  obligations  or  their   creation.   Each  Security  Owner  by
                  accepting  any of the  Securities  waives and releases al such
                  liability.   The   waiver   and   release   are  part  of  the
                  consideration for the issue of the Securities.

Successors.

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

                                       19

<PAGE>


Duplicate Originals.

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

Trust Indenture Act Controls.

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



                                          SIGNATURES

                                 PIF/CORNERSTONE MINISTRIES INVESTMENTS,
                                 INC.

                                 By:    /s/  Jack Ottinger
                                     -------------------------------------------
                                 Title: Vice President and COO
                                        ----------------------------------------



                                 REGIONS BANK



                                 By:      /s/  Patsy Copeland
                                     -------------------------------------------
                                 Title:   Vice President/Corporate Trust Officer
                                        ----------------------------------------

                                       20