EXHIBIT 10.71

                           TALK AMERICA HOLDINGS, INC.

                                       To

                            WILMINGTON TRUST COMPANY
                                     Trustee



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

                          SUPPLEMENTAL INDENTURE NO. 2
                          ----------------------------

                            Dated as of April 2, 2002

                                       to

                                    INDENTURE
                                    ---------

                            Dated as of April 2, 2002

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

                                U.S. $70,653,000

              12% Senior Subordinated PIK Notes due August 15, 2007



<PAGE>

                           TALK AMERICA HOLDINGS, INC.

                          SUPPLEMENTAL INDENTURE NO. 2
                            Dated as of April 2, 2002

              12% Senior Subordinated PIK Notes due August 15, 2007

SUPPLEMENTAL  INDENTURE  NO.  2, dated as of April 2, 2002, between TALK AMERICA
HOLDINGS,  INC., a corporation duly organized and existing under the laws of the
State  of Delaware with executive offices located at 12020 Sunrise Valley Drive,
Suite  250,  Reston, Virginia 20191 (hereinafter sometimes called the "Company")
and  Wilmington  Trust Company with offices located at Rodney Square North, 1100
North  Market  Street,  Wilmington,  DE  19890 (hereinafter sometimes called the
"Trustee")  as Trustee under an indenture of the Company (the "Indenture") dated
as  of  April  2,  2002.

                             RECITALS OF THE COMPANY

     Section 301 of the Indenture provides for the issuance from time to time of
debentures,  notes,  bonds or other evidences of indebtedness (the "Securities")
of  the  Company  in  series,  issuable  for  the  purposes  and  subject to the
limitations  contained  in  the  Indenture.  The Company has duly authorized the
creation  of  a  series of its Securities titled its 12% Senior Subordinated PIK
Notes  Due August 15, 2007 of the tenor and in the amount hereinafter set forth.

     Section  901 of the Indenture provides that the Company, when authorized by
a  resolution  of  its Board of Directors, and the Trustee may from time to time
and  at any time enter into one or more indentures supplemental to the Indenture
to establish, among other things, the form and terms of Securities of any series
as  permitted by Section 301 of the Indenture and to add to the covenants of the
Company  for the benefit of the Holders of all or any series of Securities or to
surrender  any  right  or  power  therein  conferred  upon  the  Company.

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Supplemental  Indenture  No.  2, and all things necessary have been done to make
the Notes (as defined below), when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of the
Company,  and to make this Supplemental Indenture No. 2 a valid agreement of the
Company,  in  accordance  with  its  terms.

<PAGE>

                        NOW, THEREFORE, THIS SUPPLEMENTAL
                           INDENTURE NO. 2 WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
of the series provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities of such series,
as  follows:

                                   ARTICLE  I

                         The  Series  of  Securities
                         ---------------------------

     Section  1.01  There  shall  be  a  series of Securities designated the 12%
Senior  Subordinated  PIK  Notes due August 15, 2007 of the Company (herein, the
"Notes"),  limited in aggregate principal amount to $70,653,000 (except for: (i)
Notes  authenticated  and  delivered  upon  registration  of  transfer of, or in
exchange  for, or in lieu of, other Notes of the series pursuant to Section 304,
305, 306, 906 or 1107 of the Indenture, (ii) any Notes that, pursuant to Section
303  of the Indenture, are deemed never to have been authenticated and delivered
hereunder  and  (iii) such additional amount of Notes as may be paid as interest
pursuant  to  the  terms  and  provisions  of  the  Notes).

     Section  1.02  Each Note shall be substantially in the form and contain the
terms  and provisions set forth in the form of Note attached hereto as Exhibit A
and  incorporated  by reference herein. The provisions of the Indenture relating
to  Book-Entry  Securities  shall  be applicable to the Notes including, without
limitation, the provisions of Sections 202, 305 and 310 of the Indenture. If any
provision  of  this Supplemental Indenture No. 2 limits, qualifies, or conflicts
with  any  term  or  provision  of  the Notes, such provision in the Notes shall
control.

                                   ARTICLE  II

                     Relation  to  Indenture;  Definitions
                     -------------------------------------

     Section 2.01 This Supplemental Indenture No. 2 constitutes an integral part
of  the  Indenture  and shall be construed in connection with and as part of the
Indenture.

     Section  2.02  For  all  purposes  of  this  Supplemental  Indenture No. 2,
capitalized  terms  used  herein  without  definition  shall  have  the meanings
specified  in  the  Indenture.  If  any  term  is  defined  in this Supplemental
Indenture  No. 2 and in the Indenture, such term shall have the meaning assigned
to  it  in  this  Supplemental  Indenture  No.  2.

                                   ARTICLE  III

                                    Covenants
                                    ---------

     Section  3.01  The  provisions  of  Article  Ten  of the Indenture entitled
"Covenants"  shall  be  applicable  to  the  Notes.

                                        2
<PAGE>

                                   ARTICLE  IV

                                   Redemption
                                   ----------

     Section  4.01  The  provisions  of Article Eleven of the Indenture entitled
"Redemption  of  Securities"  shall  be  applicable  to  the  Notes.

     Section  4.02 The Notes may be redeemed at any time in whole or in part (in
any  integral multiple of $1,000, except that additional Notes issued in lieu of
cash  interest  may  be  redeemed  in denominations of less than $1,000), at the
option  of the Company upon not less than 30 nor more than 60 days' prior notice
to  the  Holders thereof, at par value, plus accrued and unpaid interest thereon
to  the  Redemption  Date  (subject  to  the  right  of holders of record on the
relevant  record  date  to  receive  interest  due on an Interest Payment Date).

     On  or  after  the  redemption  date,  interest will cease to accrue on the
Notes,  or  portion  thereof,  called  for  redemption.

                                   ARTICLE  V

                                 Sinking  Funds
                                 --------------

     Section  5.01  The  provisions  of Article Twelve of the Indenture entitled
"Sinking  Funds"  shall  not  be  applicable  to  the  Notes.

                                   ARTICLE  VI

                                  Subordination
                                  -------------

     Section  6.01  The provisions of Article Thirteen of the Indenture entitled
"Subordination  of  Securities"  shall  be  applicable  to  the  Notes.

                                   ARTICLE  VII

                                    Conversion
                                    ----------

     Section  7.01  The provisions of Article Fourteen of the Indenture entitled
"Conversion  of  Securities"  shall  not  be  applicable  to  the  Notes.

                                        3
<PAGE>

                                   ARTICLE  VIII

                       Defeasance  and  Covenant  Defeasance
                       -------------------------------------

     Section  8.01  The  provisions of Article Fifteen of the Indenture entitled
"Defeasance  and  Covenant  Defeasance"  shall  not  be applicable to the Notes.

                                   ARTICLE  IX

                                  Miscellaneous
                                  -------------

     Section 9.01 The recitals of fact herein and in the Notes shall be taken as
statements  of  the  Company  and shall not be construed as made by the Trustee.

     Section  9.02  THIS  SUPPLEMENTAL  INDENTURE  NO.  2 AND THE NOTES SHALL BE
GOVERNED  BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section  9.03  In  case any one or more of the provisions contained in this
Supplemental  Indenture  No.  2  or  in the Notes should be invalid, illegal, or
unenforceable  in  any respect, the validity, legality and enforceability of the
remaining  provisions  contained  herein  and  therein  shall  not in any way be
affected,  impaired,  prejudiced  or  disturbed  thereby.

     Section  9.04  Wherever  in  this  Supplemental  Indenture No. 2 any of the
parties  hereto  is  named  or  referred  to,  such reference shall be deemed to
include  the  successors  or  assigns  of  such party, and all the covenants and
agreements in this Supplemental Indenture No. 2 contained by or on behalf of the
Company  or  the  Trustee  shall bind and inure to the benefit of the respective
successors  and  assigns  of  such  parties,  whether  so  expressed  or  not.

     Section  9.05

     (a)  This  Supplemental  Indenture  No. 2 may be simultaneously executed in
          several  counterparts,  and  all  such  counterparts  executed  and
          delivered,  each as an original, shall constitute but one and the same
          instrument.

     (b)  The  descriptive headings of the several Articles of this Supplemental
          Indenture  No.  2  were  formulated,  used  and  inserted  in  this
          Supplemental  Indenture  No.  2  for convenience only and shall not be
          deemed  to affect the meaning or construction of any of the provisions
          hereof.

                                        4
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused this Supplemental
Indenture  No.  2  to  be  duly executed, all as of the day and year first above
written.

                                   WILMINGTON  TRUST  COMPANY
                                        as  Trustee


                                   By:  /s/  James  J.  McGinley
                                        ------------------------
                                   Name:  James  J.  McGinley
                                   Title: Authorized  Signer

                                   TALK  AMERICA  HOLDINGS,  INC.


                                   By: /s/  Aloysius  T.  Lawn  IV
                                        ---------------------------
                                   Name:  Aloysius  T.  Lawn  IV
                                   Title:  Executive  Vice  President-
                                           General  Counsel

                                   By: /s/  Edward  B.  Meyercord,  III
                                        --------------------------------
                                   Name:  Edward  B.  Meyercord,  III
                                   Title:  President  and  Treasurer


                                        5
<PAGE>

STATE  OF  NEW YORK     )
                    :     ss:
COUNTY  OF  NEW YORK    )

     On the 4th day of April, 2002, before me personally came James J. McGinley,
to  me known, who, being by me duly sworn, did depose and say that he resides at
401  E. 65th Street; that he is a Trust Officer of Wilmington Trust Company, one
of  the  parties  described  in and which executed the above instrument; that he
knows  the corporate seal of said corporation; that the seal affixed to the said
instrument  is such corporate seal; that it was so affixed to the corporate seal
of  said  corporation;  that  the  seal  affixed  to the said instrument is such
corporate seal; that it was so affixed by authority of the board of directors of
said  corporation;  and  that  he  signed  his  name  thereto by like authority.

[NOTARIAL  SEAL]
                                        /s/ Maryanne Tyrrell
                                        Notary  Public

                                        6
<PAGE>

STATE  OF  PENNSYLVANIA     )
          :     ss:
COUNTY  OF  BUCKS          )

     On  the  4th day of April, 2002, before me personally came Aloysius T. Lawn
IV, to me known, who, being by me duly sworn, did depose and say that he resides
at  1409  Bramble  Lane,  West  Chester,  PA 19380; that he is an Executive Vice
President-General  Counsel  of  Talk  America Holdings, Inc., one of the parties
described  in  and  which  executed  the  above  instrument;  that  he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is  such  corporate  seal;  that it was so affixed to the corporate seal of said
corporation;  that  the  seal  affixed  to the said instrument is such corporate
seal;  that  it  was  so  affixed by authority of the board of directors of said
corporation;  and  that  he  signed  his  name  thereto  by  like  authority.

[NOTARIAL  SEAL]
                                        /s/ Amy McCusker
                                        Notary  Public


                                        7
<PAGE>

STATE  OF  PENNSYLVANIA     )
          :     ss:
COUNTY  OF  BUCKS          )

     On  the  4th day  of  April,  2002,  before  me  personally  came Edward B.
Meyercord,  III,  to  me  known, who, being by me duly sworn, did depose and say
that  he  resides  at  415  Ridgeview  Road,  Princeton,  NJ  08540;  that he is
President,  Treasurer  of  Talk  America  Holdings,  Inc.,  one  of  the parties
described  in  and  which  executed  the  above  instrument;  that  he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is  such  corporate  seal;  that it was so affixed to the corporate seal of said
corporation;  that  the  seal  affixed  to the said instrument is such corporate
seal;  that  it  was  so  affixed by authority of the board of directors of said
corporation;  and  that  he  signed  his  name  thereto  by  like  authority.

[NOTARIAL  SEAL]
                                        /s/ Amy McCusker
                                        Notary  Public

                                        8
<PAGE>
                                                                       EXHIBIT A

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

     TRANSFERS  OF  THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT  IN  PART,  TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE  AND  TRANSFERS  OF  PORTIONS  OF  THIS  GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS  MADE  IN  ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED  TO  ON  THE  REVERSE  HEREOF.

                           TALK AMERICA HOLDINGS, INC.
                           ---------------------------
                        12% SENIOR SUBORDINATED PIK NOTE
                        --------------------------------
                                    DUE 2007
                                    --------
No.                                                                            $
                                                           CUSIP  No.  87426RAB9

     Talk  America  Holdings,  Inc.,  a  corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor  Person  under  the  Indenture  hereinafter  referred  to),  for value
received,  hereby  promises to pay to Cede & Co., or its registered assigns, the
principal  sum  of  [ ] on August 15, 2007, and to pay interest thereon from the
Interest  Payment  Date  on  which  this Note is issued, or from the most recent
Interest  Payment  Date  to  which  interest has been paid or duly provided for,
semi-annually  on  February 15 and August 15 in each year, commencing August 15,
2002,  at  the rate of 12% per annum, until the principal hereof is paid or made
available  for  payment,  and  (to  the extent that the payment of such interest
shall  be legally enforceable) on any overdue installment of interest (including
any  post-petition interest in any proceeding under any Bankruptcy Law) (without
regard  to  any  applicable  grace  period)  at  the  rate  borne  by the Notes,
compounded  annually,  provided,  however, that through and including August 15,
2004,  the Company may, at its option and in its sole discretion, in lieu of the
payment  of  up  to  one-third  of the interest due on the Notes on any interest
payment date through the issuance of additional Notes in the aggregate principal
amount  equal  to  such  amount of interest that would otherwise be payable with
respect  to  the  Notes  in

                                       A1
<PAGE>

cash.  After  August  15,  2004,  the Company shall pay interest on the Notes in
cash.  The Company shall notify the Trustee (as defined below) in writing of its
election  to  pay interest on the Notes through the issuance of additional Notes
not less than 10 nor more than 45 days prior to the record date for the interest
payment date on which additional Notes will be issued. Additional Notes shall be
governed  by,  and entitled to the benefits of, the Indenture (as defined below)
and  shall  be subject to the terms of the Indenture and shall be subject to the
same terms (including the rate of interest from time to time payable thereon) as
the  Notes  (except,  as  the case may be, with respect to the issuance date and
aggregate principal amount). Interest will be computed on the basis of a 360-day
year  of  twelve  30-day months. The interest so payable, and punctually paid or
duly  provided  for,  on  any  Interest  Payment  Date will, as provided in such
Indenture,  be  paid  to  the  Person  in  whose  name this Note (or one or more
Predecessor  Notes) is registered at the close of business on the Regular Record
Date  for such interest, which shall be February 1st or August 1st preceding any
Interest Payment Date, (whether or not a Business Day), as the case may be, next
preceding  such  Interest Payment Date. Any such interest not so punctually paid
or  duly  provided  for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or  one  or more Predecessor Notes) is registered at the close of business on a
Special  Record  Date  for the payment of such Defaulted Interest to be fixed by
the  Trustee,  notice  whereof shall be given to Holders of Notes of this series
not  less than 10 days prior to such Special Record Date, or be paid at any time
in  any  other  lawful  manner  not  inconsistent  with  the requirements of any
securities  exchange  on  which the Notes of this series may be listed, and upon
such  notice  as may be required by such exchange, all as more fully provided in
said  Indenture.

     Payment  of the principal of (and premium, if any) and any such interest on
this  Note  will  be  made at the office or agency of the Company maintained for
that purpose in The City of New York, with respect to cash interest payments, in
such  coin or currency of the United States of America as at the time of payment
is  legal tender for payment of public and private debts provided, however, that
at  the  option  of  the  Company  payment of cash interest may be made by check
mailed  to  the  address  of  the  Person entitled thereto as such address shall
appear  in the Security Register or by wire transfer to an account maintained by
the Person entitled thereto as specified in the Security Register, provided that
such Person shall have given the Trustee written wire instructions at least five
Business  Days  prior  to  the  applicable  Interest  Payment  Date.

     Reference  is  hereby made to the further provisions of this Note set forth
on  the reverse hereof, which further provisions shall for all purposes have the
same  effect  as  if  set  forth  at  this  place.

     Unless  the  certificate  of authentication hereon has been executed by the
Trustee  referred  to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any  purpose.

                                       A2
<PAGE>

     IN  WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized Officers and a facsimile of its corporate
seal  to  be  affixed  hereto  or  imprinted  hereon.

                                   TALK  AMERICA  HOLDINGS,  INC.,

                                   by:
                                        ----------------------
                                        Name:
                                        Title:

                                   by:
                                        ----------------------
                                        Name:
                                        Title:

[Seal]

Attested  by:

----------------------
Name:
Title:  Secretary

TRUSTEE'S  CERTIFICATE  OF
AUTHENTICATION

This  is  one  of  the
12%  Subordinated  PIK  Notes
due  2007  described  in  the  within-mentioned
Indenture.

WILMINGTON  TRUST  COMPANY,  as  Trustee,

by

Authorized  Officer

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

                                       A3
<PAGE>

     This  Note  is  one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of April 2, 2002 (herein called the "Indenture"), between
the  Company  and  Wilmington  Trust  Company,  as  Trustee  (herein  called the
"Trustee,"  which  term  includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for  a  statement  of  the  respective rights, limitations of rights, duties and
immunities  thereunder  of  the Company, the Trustee, the holders of Senior Debt
and  the Holders of the Notes and of the terms upon which the Notes are, and are
to  be,  authenticated and delivered.  This Note is one of the series designated
on  the  face  hereof,  limited  in  aggregate  principal amount to $70,653,000.

     The  Notes  of  this series are subject to redemption upon not less than 30
nor  more  than 60 days' notice by mail, such 30 or 60 days, as the case may be,
to  be  counted  from  the  date notice is mailed, at any time, as a whole or in
part,  at  the election of the Company, at par value together in the case of any
such  redemption  with  accrued  interest  to  the Redemption Date, but interest
installments  whose  Stated Maturity is on or prior to such Redemption Date will
be  payable  to  the Holders of such Notes, or one or more Predecessor Notes, of
record  at the close of business on the relevant Regular Record Dates or Special
Record  Dates  referred to on the face hereof, all as provided in the Indenture.

     The  Notes  do  not  have  the  benefit  of  any  sinking fund obligations.

     The  indebtedness  evidenced by this Note is, to the extent provided in the
Indenture,  subordinate  and subject in right of payment to the prior payment in
full  of  all  Senior Debt, and this Note is issued subject to the provisions of
the  Indenture  with respect thereto. Each Holder of this Note, by accepting the
same,  (a)  agrees  to and shall be bound by such provisions, (b) authorizes and
directs  the  Trustee  on  his behalf to take such action as may be necessary or
appropriate to effect the subordination so provided and (c) appoints the Trustee
his  attorney-in-fact  for  any  and  all  such  purposes.

     In  the  event of redemption of this Note in part only, a new Note or Notes
of  this  series  and  of  like  tenor for the unredeemed portion hereof will be
issued  in  the  name  of  the  Holder  hereof  upon  the  cancellation  hereof.

     If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and
payable  in  the  manner  and  with  the  effect  provided  in  the  Indenture.

     The  Indenture  permits,  with  certain exceptions as therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Company  and  the  rights  of  the  Holders  of  the  Notes of each series to be
adversely  affected  under  the  Indenture  at  any  time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the
Notes  at  the  time  Outstanding  of  each series to be adversely affected. The
Indenture  also  contains  provisions  permitting  the  Holders  of  specified
percentages  in  principal  amount  of  the  Notes  of  each  series at the time
Outstanding,  on  behalf  of  the  Holders of all Notes of such series, to waive
compliance  by  the Company with certain provisions of the Indenture and certain
past  defaults  under  the Indenture and their consequences. Any such consent or
waiver  by  the  Holder  of  this Note shall be conclusive and binding upon such
Holder  and  upon  all  future  Holders  of  this

                                       A4
<PAGE>

Note  and  of  any  Note  issued  upon the registration of transfer hereof or in
exchange  herefor  or in lieu hereof, whether or not notation of such consent or
waiver  is  made  upon  this  Note.

     No  reference  herein  to the Indenture and no provision of this Note or of
the  Indenture  shall  alter  or  impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on  this  Note at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer of this Note is registrable in the Security Register, upon
surrender  of  this Note for registration of transfer at the office or agency of
the  Company in any place where the principal of and any premium and interest on
this  Note are payable, duly endorsed by, or accompanied by a written instrument
of  transfer in form satisfactory to the Company and the Security Registrar duly
executed  by,  the Holder hereof or his attorney duly authorized in writing, and
thereupon  one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated  transferee  or  transferees.

     The  Notes  of  this  series  are  issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000, except that
additional  Notes issued in lieu of cash interest may be issued in denominations
of  less  than  $1,000  to the extent necessary to pay all interest then due. As
provided  in the Indenture and subject to certain limitations therein set forth,
Notes  of  this series are exchangeable for a like aggregate principal amount of
Notes  of  this series and of like tenor of a different authorized denomination,
as  requested  by  the  Holder  surrendering  the  same.

     No  service  charge  shall be made for any such registration of transfer or
exchange,  but  the Company may require payment of a sum sufficient to cover any
tax  or  other  governmental  charge  payable  in  connection  therewith.

     No  recourse  shall be had for the payment of the principal of (or premium,
if  any)  or  the  interest  on  this  Note,  or  for any claim based hereon, or
otherwise  in  respect hereof, or based on or in respect of the Indenture or any
indenture  supplemental thereto, against any incorporator, stockholder, officer,
director  or  employee,  as such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law,  or  by the enforcement of any assessment or penalty or otherwise, all such
liability  being,  by the acceptance hereof and as part of the consideration for
the  issue  hereof,  expressly  waived  and  released.

     Prior  to  due  presentment  of this Note for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person  in  whose  name  this  Note  is  registered  as the owner hereof for all
purposes  (subject to Section 307 of the Indenture), whether or not this Note be
overdue,  and  neither  the  Company,  the  Trustee  nor any such agent shall be
affected  by  notice  to  the  contrary.

     All  terms used in this Note, which are defined in the Indenture shall have
the  meanings  assigned  to  them  in the Indenture. The Indenture and this Note
shall  be  governed by and construed in accordance with the laws of the State of
New  York  without  regard  to  the  conflicts  of  laws  principles  thereof.

                                       A5
<PAGE>