EXHIBIT 10.70

                           TALK AMERICA HOLDINGS, INC.

                                       To

                            WILMINGTON TRUST COMPANY
                                     Trustee


                          ____________________________

                          SUPPLEMENTAL INDENTURE NO. 1
                          ----------------------------

                            Dated as of April 2, 2002

                                       to

                                    INDENTURE
                                    ---------

                            Dated as of April 2, 2002

                          ____________________________

                                 U.S. $2,822,400

          8% Convertible Senior Subordinated Notes due August 15, 2007

<PAGE>

                           TALK AMERICA HOLDINGS, INC.

                          SUPPLEMENTAL INDENTURE NO. 1
                            Dated as of April 2, 2002

          8% Convertible Senior Subordinated Notes due August 15, 2007

SUPPLEMENTAL  INDENTURE  NO.  1, 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  8% Convertible Senior
Subordinated  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.  1, 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. 1 a valid agreement of the
Company,  in  accordance  with  its  terms.

<PAGE>

                        NOW, THEREFORE, THIS SUPPLEMENTAL
                           INDENTURE NO. 1 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 8%
Convertible  Senior  Subordinated  Notes  due  August  15,  2007  of the Company
(herein,  the  "Notes"),  limited  in  aggregate  principal amount to $2,822,400
(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 and (ii) any Notes that,
pursuant  to  Section  303  of  the  Indenture,  are  deemed  never to have been
authenticated  and  delivered  hereunder).

     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. 1 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. 1 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. 1,
capitalized  terms  used  herein  without  definition  shall  have  the meanings
specified  in  the  Indenture.  If  any  term  is  defined  in this Supplemental
Indenture  No. 1 and in the Indenture, such term shall have the meaning assigned
to  it  in  this  Supplemental  Indenture  No.  1.

                                  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 $100), 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  be  applicable  to  the  Notes.

     Section  7.02  A  holder of a Note may convert the principal amount thereof
(or  any  portion  thereof that is an integral multiple of $100) into fully paid
and  nonassessable shares of Common Stock of the Company as described in Article
Fourteen  of  the  Indenture.  The  initial  Conversion Price for the Notes into
Common  Stock is $5.00 per share, subject to certain adjustments as described in
Article  Fourteen  of  the  Indenture.

                                        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.  1 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.  1  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. 1 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. 1 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. 1 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. 1 were formulated, used and inserted
               in  this  Supplemental  Indenture  No. 1 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.  1  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.
                           ---------------------------
                     8% CONVERTIBLE SENIOR SUBORDINATED NOTE
                     ---------------------------------------
                                    DUE 2007
                                    --------

No.                                                                   $
                                                             CUSIP  No.87426RAA1

     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
Issuance  Date  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 8% 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. 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

                                       A1
<PAGE>

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, 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  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
8%  Convertible  Subordinated  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 $2,822,400.

     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.

     Subject  to  and  upon compliance with the provisions of the Indenture, the
Holder  of  this  Note  is  entitled, at its option, at any time on or after the
opening  of business on the Issuance Date and on or before the close of business
immediately preceding the date of the Note's maturity, or in case this Note or a
portion  hereof  is  called for redemption, then in respect of this Note or such
portion  hereof  until and including, but (unless the Company defaults in making
the  payment  due  upon  redemption)  not  after,  the  close of business on the
Redemption  Date,  to  convert this Note (or any portion of the principal amount
hereof  which  is $100 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and nonassessable shares (calculated
as  to  each  conversion to the nearest 1/100 of a share) of Common Stock of the
Company  at  the  initial  Conversion  Price equal to $5.00 per share, aggregate
principal  amount  of

                                       A4
<PAGE>

Notes  for  each  share  of  Common Stock (or at the current adjusted conversion
price  if an adjustment has been made as provided in the Indenture) by surrender
of  this  Note,  duly  endorsed  or  assigned to the Company or in blank, to the
Company  at its office or agency in The City of New York, accompanied by written
notice  to the Company that the Holder hereof elects to convert this Note, or if
less  than  the  entire  principal amount hereof is to be converted, the portion
hereof  to  be  converted,  and, in case such surrender shall be made during the
period  from the close of business on any Regular Record Date next preceding any
Interest  Payment  Date to the opening of business on such Interest Payment Date
(unless  this  Note  of  the  portion hereof being converted has been called for
redemption on a Redemption Date within such period), also accompanied by payment
in  immediately  available  funds or other funds acceptable to the Company of an
amount  equal  to  the  interest  payable  on  such Interest Payment Date on the
principal  amount  of  this  Note then being converted. Subject to the aforesaid
requirement  for  payment  and,  in  the  case of a conversion after the Regular
Record  Date  next  preceding  any  Interest  Payment Date and on or before such
Interest  Payment  Date,  to  the  right  of  the  Holder  of  this Note (or any
Predecessor  Note)  of  record  at  such  Regular  Record  Date  to  receive  an
installment  of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for  dividends  on the Common Stock issued on conversion. No fractions of shares
or  scrip  representing  fractions  of  shares will be issued on conversion, but
instead  of  any  fractional interest the Company shall pay a cash adjustment as
provided  in  the  Indenture.  The  conversion price is subject to adjustment as
provided  in  the Indenture. In addition, the Indenture provides that in case of
certain  consolidations  or  mergers  to  which  the  Company  is a party or the
transfer  of substantially all of the assets of the Company, the Indenture shall
be  amended,  without the consent of any Holders of Notes, so that this Note, if
then  outstanding,  will  be convertible thereafter, during the period this Note
shall  be  convertible  as  specified  above,  only  into the kind and amount of
securities, cash and other property receivable upon the consolidation, merger or
transfer  by  a  holder  of the number of shares of Common Stock into which this
Note  might  have been converted immediately prior to such consolidation, merger
or  transfer (assuming such holder of Common Stock failed to exercise any rights
of  election  and received per share the kind and amount received per share by a
plurality  of  non-electing  shares), assuming, if such consolidation, merger or
transfer  is  prior  to  the opening of business on the Issuance Date, that this
Note  was  convertible  at the time of such consolidation, merger or transfer at
the  initial conversion price specified above as adjusted from date of issuance,
to  such  time  pursuant  to  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 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.

                                       A5
<PAGE>

     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 $100 and integral multiples of $100. 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.

                                       A6
<PAGE>