EXHIBIT 10.40



CNET, Inc.
to
The Bank of New York,
as Trustee
___________
Indenture
Dated as of March 8, 1999
5% Convertible Subordinated Notes due 2006


TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions.								1
Section 1.02. Other Definitions.							7
Section 1.03. Incorporation by Reference of Trust Indenture Act.		8
Section 1.04. Rules of Construction.						8
ARTICLE II
THE SECURITIES
Section 2.01. Form and Dating.							9
Section 2.02. Execution, Authentication and Delivery.				10
Section 2.03. Registrar, Paying Agent and Conversion Agent.			11
Section 2.04. Paying Agent to Hold Money in Trust.				11
Section 2.05. Noteholder Lists.							11
Section 2.06. Transfer and Exchange.						12
Section 2.07. Replacement Securities.						15
Section 2.08. Outstanding Securities.						16
Section 2.09. Treasury Securities.							16
Section 2.10. Temporary Securities; Exchange of Global Security for 
Definitive 
Securities.											16
Section 2.11. Cancellation.								17
Section 2.12. Payment of Interest: Interest Rights Preserved.		17
Section 2.13. Computation of Interest.						18
Section 2.14. CUSIP Number.								18
Section 2.15. Regulation S.								19
ARTICLE III
REDEMPTION
Section 3.01. Notices to Trustee.							19
Section 3.02. Selection of Securities to be Redeemed.				19
Section 3.03. Notice of Redemption.							20
Section 3.04. Effect of Notice of Redemption.					21
Section 3.05. Deposit of Redemption Price.					21
Section 3.06. Securities Redeemed in Part.					22
Section 3.07. Optional Redemption.							22
Section 3.08. Designated Event Offer.						22
ARTICLE IV
COVENANTS
Section 4.01. Payment of Securities.						24
Section 4.02. SEC Reports.								24
Section 4.03. Compliance Certificate.						25
Section 4.04. Stay, Extension and Usury Law.					26
Section 4.05. Corporate Existence.							26
Section 4.06. Taxes.									26
Section 4.07. Designated Event.							26
Section 4.08. Investment Company Act.						26
ARTICLE V
CONVERSION
Section 5.01. Conversion Privilege.							27
Section 5.02. Conversion Procedure.							27
Section 5.03. Fractional Shares.							28
Section 5.04. Taxes on Conversion.							28
Section 5.05. Company to Provide Stock.						29
Section 5.06. Adjustment of Conversion Price.					29
Section 5.07. No Adjustment.								33
Section 5.08. Other Adjustments.							33
Section 5.09. Adjustments for Tax Purposes.					33
Section 5.10. Adjustments by the Company.						33
Section 5.11. Notice of Adjustment.							33
Section 5.12. Notice of Certain Transactions.					34
Section 5.13. Effect of Reclassifications, Consolidations, Mergers, 
Continuances or Sales on Conversion Privilege.					
		34
Section 5.14. Trustee's Disclaimer.							35
Section 5.15. Cancellation of Converted Securities.				35
Section 5.16. Restriction on Common Stock Issuable Upon Conversion.	35
ARTICLE VI
SUBORDINATION
Section 6.01. Agreement to Subordinate.						36
Section 6.02. No Payment on Securities if Senior Debt in Default.		36
Section 6.03. Distribution on Acceleration of Securities; Dissolution and 
Reorganization; 
Subrogation of Securities.								37
Section 6.04. Reliance by Senior Debt on Subordination Provisions.	40
Section 6.05. No Waiver of Subordination Provisions.				40
Section 6.06. Trustee's Relation to Senior Debt.				41
Section 6.07. Other Provisions Subject Hereto.					41
ARTICLE VII
SUCCESSORS
Section 7.01. Merger, Consolidation or Sale of Assets.			42
Section 7.02. Successor Corporation Substituted.				43
ARTICLE VIII
DEFAULTS AND REMEDIES
Section 8.01. Events of Default.							43
Section 8.02. Acceleration.								45
Section 8.03. Other Remedies.								45
Section 8.04. Waiver of Past Defaults.						45
Section 8.05. Control by Majority.							45
Section 8.06. Limitation on Suits.							46
Section 8.07. Rights of Noteholders to Receive Payment.			46
Section 8.08. Collection Suit by Trustee.						46
Section 8.09. Trustee May File Proofs of Claim.					46
Section 8.10. Priorities.								47
Section 8.11. Undertaking for Costs.						48
Section 8.12. Restoration of Rights and Remedies.				48
Section 8.13. Rights and Remedies Cumulative.					48
Section 8.14. Delay or Omission Not Waiver.					48
ARTICLE IX		
TRUSTEE
Section 9.01. Duties of Trustee.							49
Section 9.02. Rights of Trustee.							50
Section 9.03. Individual Rights of Trustee.					51
Section 9.04. Trustee's Disclaimer.							51
Section 9.05. Notice of Defaults.							51
Section 9.06. Reports by Trustee to Noteholders.				51
Section 9.07. Compensation and Indemnity.						51
Section 9.08. Replacement of Trustee.						52
Section 9.09. Successor Trustee by Merger, Etc.					53
Section 9.10. Eligibility; Disqualification.					53
Section 9.11. Preferential Collection of Claims Against Company.		54
ARTICLE X
DISCHARGE OF INDENTURE
Section 10.01. Termination of the Company's Obligations.			54
Section 10.02. Repayment to Company.						55
Section 10.03. Reinstatement.								55
ARTICLE XI
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 11.01. Without Consent of Noteholders.					56
Section 11.02. With Consent of Noteholders.					56
Section 11.03. Compliance with Trust Indenture Act.				58
Section 11.04. Revocation and Effect of Consents.				58
Section 11.05. Notation on or Exchange of Securities.				59
Section 11.06. Trustee Protected.							59
Section 11.07. Trustee to Sign Supplemental Indentures.			59
Section 11.08. Payment for Consent.							60
ARTICLE XII
MISCELLANEOUS
Section 12.01. Trust Indenture Act Controls.					60
Section 12.02. Notices.									60
Section 12.03. Communication by Noteholders with Other Noteholders.	61
Section 12.04. Certificate and Opinion as to Conditions Precedent.	61
Section 12.05. Statements Required in Certificate or Opinion.		61
Section 12.06. Rules by Trustee and Agents.					62
Section 12.07. Legal Holidays.							62
Section 12.08. No Recourse Against Others.					62
Section 12.09. Counterparts.								62
Section 12.10. Variable Provisions.							62
Section 12.11. GOVERNING LAW.								63
Section 12.12. No Adverse Interpretation of Other Agreements.		63
Section 12.13. Successors.								63
Section 12.14. Severability.								63
Section 12.15. Table of Contents, Headings, Etc.				64

EXHIBIT A - FORM OF CONVERTIBLE SUBORDINATED NOTE				A-1
EXHIBIT B - FORM OF TRANSFER CERTIFICATE						B-1
EXHIBIT C - FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE		C-1
EXHIBIT D - FORM OF RESTRICTED COMMON STOCK LEGEND				D-1
EXHIBIT E - FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF 
RESTRICTED COMMON STOCK									E-1

INDENTURE dated as of March 8, 1999 between CNET, Inc., a Delaware 
corporation 
(the "Company"), and The Bank of New York, a New York banking corporation, 
as trustee (the 
"Trustee"). 
Each party agrees as follows for the benefit of the other party and for the 
equal and 
ratable benefit of the holders of the Company's 5% Convertible Subordinated 
Notes due 2006 
(the "Securities"):
ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.  Definitions.  
"Affiliate" of any specified person means any other person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified person.  For the purposes of this definition, 
"control" (including, with correlative meanings, the terms "controlling", 
"controlled by" and "under common control with"), as used with respect to 
any Person, shall mean the possession, directly or indirectly, of the power 
to direct or cause the direction of the management or policies of such 
person, whether through the ownership of voting securities or by agreement 
or otherwise.
"Agent" means any Registrar, Paying Agent or Conversion Agent.
"Board of Directors" means the board of directors of the Company or any 
authorized committee of such board of directors.
"Board Resolution" means a copy of a resolution of the Board of Directors 
certified by the Secretary or an Assistant Secretary of the Company to have 
been duly adopted by the Board of Directors and to be in full force and 
effect on the date of such certification and delivery to the Trustee.
"Business Day" means any day that is not a Legal Holiday.
"Capital Stock" means any and all shares, interests, participations, rights 
or other equivalents (however designated) of equity interests in any 
entity, including, without limitation, corporate stock and partnership 
interests.
"Change of Control" means any event where: (i) any "person" or "group" (as 
such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or 
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under 
the Exchange Act) of shares representing more than 50% of the combined 
voting power of the then outstanding securities entitled to vote generally 
in elections of directors of the Company ("Voting Stock"), (ii) the Company 
consolidates with or 
merges into any other person, or any other person merges into the Company, 
and, in the case of any such transaction, the outstanding Common Stock of 
the Company is reclassified into or exchanged for any other property or 
securities, unless the stockholders of the Company immediately before such 
transaction own, directly or indirectly immediately following such 
transaction, at least a majority of the combined voting power of the then 
outstanding voting 
securities entitled to vote generally in elections of directors of the 
corporation resulting from such transaction in substantially the same 
respective proportions as their ownership of the Voting Stock immediately 
before such transaction, (iii) the Company or the Company and its 
Subsidiaries, taken as a whole, sells, assigns, conveys, transfers or 
leases all or substantially all 
assets of the Company or of the Company and its Subsidiaries, taken as a 
whole, as applicable, (other than to one or more wholly-owned Subsidiaries 
of the Company) or (iv) any time the Continuing Directors do not constitute 
a majority of the board of directors of the Company (or, if applicable, a 
successor corporation to the Company); provided, however, that (a) a Change 
of 
Control under clause (i), (ii) or (iii) above shall not be deemed to have 
occurred if Daily Market Price per share of Common Stock for any five 
Trading Days within the period of 10 consecutive Trading Days ending 
immediately after the later of the Change of Control or the public 
announcement of the Change of Control (in the case of a Change of Control 
under clause (i) above) or the period of 10 consecutive Trading Days ending 
immediately before the Change of 
Control (in the case of a Change of Control under clause (ii) or (iii) 
above) shall equal or exceed 105% of the Conversion Price of the Securities 
in effect on the date of such Change of Control or the public announcement 
of such Change of Control, as applicable, or (b) a Change of Control under 
clause (i), (ii) or (iii) above shall not be deemed to have occurred if at 
least 90% of the consideration in the Change of Control transaction 
consists of shares of capital stock traded on a U.S. national securities 
exchange or quoted on the NNM, and as a result of such transaction, the 
Securities become convertible solely into such capital stock.
"Closing Date" means March 8, 1999.
"Common Stock" means the common stock of the Company as the same exists at 
the date of this Indenture or as such stock may be constituted from time to 
time.
"Company" means the party named as such above until a successor replaces it 
in 
accordance with Article VII and thereafter means the successor.
"Continuing Directors" means, as of any date of determination, any member 
of the board of directors of the Company who (i) was a member of such board 
of directors on the date of this Indenture or (ii) was nominated for 
election or elected to such board of directors with the approval of a 
majority of the Continuing Directors who were members of such board of 
directors 
at the time of such nomination or election.
"Corporate Trust Office" means the office of the Trustee at which at any 
particular time its corporate trust business shall be principally 
administered, which office at the date of execution of this Indenture is 
located at 101 Barclay Street, Floor 21 West, New York, New York 10286, 
Attention:  Corporate Trust Trustee Administration.
"Daily Market Price" means the price of a share of Common Stock on the 
relevant date, determined (a) on the basis of the last reported sale price 
regular way of the Common Stock as reported on the Nasdaq Stock Market's 
National Market (the "NNM"), or if the Common Stock is not then listed on 
the NNM, as reported on the principle national securities exchange upon 
which the Common Stock is listed, or (b) if there is no such reported sale 
on the day in question, on the basis of the average of the closing bid and 
asked quotations regular way as so reported, or (c) if the Common Stock is 
not listed on the NNM or on any national securities exchange, on the basis 
of the average of the high bid and low asked quotations regular way on the 
day in question in the over-the-counter market as reported by the National 
Association of Securities Dealers Automated Quotation System, or if not so 
quoted, as reported by National Quotation Bureau, 
Incorporated, or a similar organization.
"Damages Payment Date" has the meaning set forth in the Registration 
Agreement. 
"Default" means any event that is or, with the passage of time or the 
giving of notice or both, would be an Event of Default.
"Depositary" means The Depository Trust Company, its nominees and their 
respective successors.
"Designated Event" means the occurrence of a Change of Control or a 
Termination of Trading.
"Designated Senior Debt" means any Senior Debt which, at the date of 
determination, has an aggregate principal amount outstanding of, or 
commitments to lend up to, at least $15,000,000 and is specifically 
designated by the Company in the instrument evidencing or governing such 
Senior Debt as "Designated Senior Debt" for purposes of this Indenture.  
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"GAAP" means generally accepted accounting principles set forth in the 
opinions and pronouncements of the Accounting Principles Board of the 
American Institute of Certified Public Accountants and statements and 
pronouncements of the Financial Accounting Standards Board or in such other 
statements by such other entity as approved by a significant segment of the 
accounting profession of the United States, which are in effect from time 
to time. "Global Securities Legend" means the legend labeled as such and 
that is set forth in Exhibit A hereto.
"Guarantee" means a guarantee (other than by endorsement of negotiable 
instruments for collection in the ordinary course of business), direct or 
indirect, in any manner (including, without limitation, letters of credit 
and reimbursement agreements in respect thereof), of all or any part of any 
Indebtedness; and such term, when used as a verb, shall have correlative 
meaning.
"Indebtedness" means, with respect to any Person, all Obligations, whether 
or not contingent, of such Person (i)(a) for borrowed money (including, but 
not limited to, any indebtedness secured by a security interest, mortgage 
or other lien on the assets of such Person 
which is (1) given to secure all or part of the purchase price of property 
subject thereto, whether given to the vendor of such property or to 
another, or (2) existing on property at the time of acquisition thereof), 
(b) evidenced by a note, debenture, bond or other written instrument, (c) 
under a lease required to be capitalized on the balance sheet of the lessee 
under GAAP or under 
any lease or related document (including a purchase agreement) which 
provides that such Person is contractually obligated to purchase or to 
cause a third party to purchase such leased property, (d) in respect of 
letters of credit, bank guarantees or bankers' acceptances (including 
reimbursement obligations with respect to any of the foregoing), (e) with 
respect to Indebtedness 
secured by a mortgage, pledge, lien, encumbrance, charge or adverse claim 
affecting title or resulting in an encumbrance to which the property or 
assets of such Person are subject, whether or not the Obligation secured 
thereby shall have been assumed or Guaranteed by or shall otherwise be such 
Person's legal liability, (f) in respect of the balance of the deferred and 
unpaid 
purchase price of any property or assets, and (g) under interest rate or 
currency swap agreements, cap, floor and collar agreements, spot and 
forward contracts and similar agreements and arrangements; (ii) with 
respect to any Obligation of others of the type described in the preceding 
clause (i) or under clause (iii) below assumed by or Guaranteed in any 
manner by such Person or 
in effect Guaranteed by such Person through an agreement to purchase 
(including, without limitation, "take or pay" and similar arrangements), 
contingent or otherwise (and the Obligations of such Person under any such 
assumptions, Guarantees or other such arrangements); and (iii) any and all 
deferrals, renewals, extensions, refinancings and refundings of, or 
amendments, 
modifications or supplements to, any of the foregoing.
"Indenture" means this Indenture, as amended or supplemented from time to 
time by one or more indentures supplemental hereto entered into pursuant to 
the applicable provisions hereof, including for all purposes of this 
Indenture any supplemental indenture and the provisions of the TIA that are 
deemed to be a part of and govern this Indenture and any supplemental 
indenture."Initial Purchasers" means Salomon Smith Barney Inc., BancBoston 
Robertson Stephens 
Inc. and Volpe Brown Whelan & Company, LLC. "interest payment date" means, 
when used with respect to the Securities, each March 1 and September 1.
"Issuance Date" means March 8, 1999.
"Junior Securities" means securities of the Company as reorganized or 
readjusted or any other corporation provided for by a plan or 
reorganization or readjustment the payment of which is subordinate, at 
least to the extent provided for in this Indenture with respect to 
Securities, to the payment in full without diminution or modification by 
such plan of all Senior Debt.  
"Liquidated Damages" has the meaning specified in paragraph 11 of the form 
of Security which is attached as Exhibit A hereto.
"Material Subsidiary" means any Subsidiary of the Company which at the date 
of 
determination is a "significant subsidiary" as defined in Rule 1-02(w) of 
Regulation S-X under the Securities Act and the Exchange Act (as such 
Regulation is in effect on March 3, 1999).
"maturity date" and "final maturity date" mean, when used with respect to 
the Securities, March 1, 2006.
"NNM" has the meaning specified in the definition of "Daily Market Price".  
"Noteholder" or "holder" means a person in whose name a Security is 
registered.
"Obligations" means any principal, interest, penalties, fees, 
indemnifications, 
reimbursements, damages and other liabilities payable under the 
documentation governing any Indebtedness.
"Offering Memorandum" means the offering memorandum relating to the 
Securities 
dated March 3, 1999.
"Officers' Certificate" means a certificate signed by two Officers, one of 
whom must be the Chairman of the Board, the Chief Executive Officer, the 
President, the Chief Financial Officer or the Treasurer of the Company, and 
delivered to the Trustee that meets the requirements of this Indenture.
"Opinion of Counsel" means a written opinion from legal counsel who is 
acceptable to the Trustee that meets the requirements of Sections 12.04 and 
12.05 hereof.  The counsel may be an employee of or counsel to the Company 
or the Trustee unless otherwise expressly stated herein.
"Person" and "person" means any individual, corporation, partnership, joint 
venture, association, joint stock company, trust, unincorporated 
organization, limited liability company or government or any agency or 
political subdivision thereof.
"Registration Agreement" means the Registration Agreement relating to the 
Securities and Common Stock issuable upon conversion of such Securities 
dated March 8, 1999, between the Company and the Initial Purchasers, as 
such agreement may be amended, modified or supplemented from time to time.  
"Representative" means the trustee, agent or representative (if any) for an 
issue of Senior Debt.
"Restricted Common Stock Legend" means the legend labeled as such and that 
is set forth in Exhibit D hereto.
"Restricted Definitive Securities Legend" means the legend labeled as such 
and that is set forth in Exhibit A hereto.
"Restricted Global Securities Legend" means the legend labeled as such and 
that is set forth in Exhibit A hereto.
"Restricted Securities Legend" means the Restricted Definitive Securities 
Legend or the Restricted Global Securities Legend or both, as the context 
may require.
"SEC" means the Securities and Exchange Commission.
"Securities" means the Securities described in the preamble above that are 
issued, authenticated and delivered under this Indenture.
"Securities Act" means the Securities Act of 1933, as amended.
"Senior Debt" means the principal of, premium, if any, on, interest on and 
other amounts due on Indebtedness of the Company, whether outstanding on 
the date of this Indenture or thereafter created, incurred, assumed or 
Guaranteed by the Company (including all deferrals, renewals, extensions, 
refinancings and refundings of, or amendments, modifications or supplements 
to, any of the foregoing), unless, in the instrument creating or evidencing 
or 
pursuant to which such Indebtedness is outstanding, it is expressly 
provided that such Indebtedness is not senior in right of payment to, or 
ranks pari passu in right of payment with, the Securities.  Senior Debt 
includes, with respect to the obligations described above, interest 
accruing, pursuant to the terms of such Senior Debt, on or after the filing 
of any petition in bankruptcy or for reorganization relating to the 
Company, whether or not post-filing interest is 
allowed in such proceeding, at the rate specified in the instrument 
governing the relevant obligation.  Notwithstanding anything to the 
contrary in the foregoing, Senior Debt shall not include:  (a) Indebtedness 
of or amounts owed by the Company for compensation to employees, or for 
goods, services or materials purchased in the ordinary course of business; 
(b) Indebtedness 
of the Company to a Subsidiary of the Company; or (c) any liability for 
federal, state, local or other taxes owed or owing by the Company.
"Shelf Registration Statement" shall have the meaning set forth in the 
Registration Agreement.
"Stock Split" means the two-for-one Common Stock split in the form of a 
stock dividend to be distributed by the Company to its stockholders on or 
about March 8, 1999.
"Subsidiary" of a Person means any corporation, association or other 
business entity of which more than 50% of the total voting power of shares 
of Capital Stock entitled (without regard to the occurrence of any 
contingency) to vote in the election of directors, managers or trustees 
thereof is at the time owned or controlled, directly or indirectly, by that 
Person or one or more of the other Subsidiaries of that Person or a 
combination thereof. "Termination of Trading" means an event where the 
Common Stock (or other securities into which the Securities are then 
convertible) is neither listed for trading on a United States national 
securities exchange nor approved for trading on the NNM or other 
established automated over-the-counter trading market in the United States.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code    77aaa-77bbbb) 
and the rules and regulations thereunder as in effect on the date on which 
this Indenture is qualified under the Trust Indenture Act of 1939 except as 
required by Section 11.03 hereof, provided that if the Trust Indenture Act 
of 1939 or the rules and regulations thereunder are amended after such 
date, "TIA" means, if so required by such amendment, the Trust Indenture 
Act of 1939, as so amended.  
"Trading Day" shall mean (A) if the applicable security is listed or 
admitted for trading on the New York Stock Exchange or another national 
securities exchange, a day on which the New York Stock Exchange or such 
other national securities exchange is open for business, (B) if the 
applicable security is quoted on the NNM, a day on which trades may be made 
thereon or (C) 
if the applicable security is not so listed, admitted for trading or 
quoted, any day other than a Legal Holiday.
"Trustee" means the party named as such above until a successor replaces it 
in 
accordance with the applicable provisions of this Indenture and thereafter 
means the successor.
"Trust Officer" means any officer within the corporate trust department of 
the Trustee, including any vice president, assistant vice president, 
assistant secretary, assistant treasurer, trust officer or any other 
officer of the Trustee who customarily performs functions similar to those 
performed by the persons who at the time shall be such officers, 
respectively, and who shall have 
direct responsibility for the administration of this Indenture or to whom 
any corporate trust matter is referred because of such person's knowledge 
of and familiarity with the particular subject.
Section 1.02. 
Other Definitions. 
Term
Defined in 
Section
"Agent Members"	
2.01
"Bankruptcy Law"	
8.01
"Cedel Bank"	
2.01
"Commencement Date"	
3.08
"Conversion Agent"	
2.03
"Conversion Date"	
5.02
"Conversion Price"	
5.01
"Conversion Shares"	
5.06
"Current Market Price"	
5.06
"Custodian"	
8.01
"Default Rate"	
2.13
"Defaulted Interest	
2.12
"Definitive Securities"	
2.01
"Designated Event Offer"	
4.07
"Designated Event Payment"	
4.07
"Designated Event Payment Date"	
3.08
"Distribution Date"	
5.06
"Distribution Record Date"	
5.06
"Excess Payment"	
5.06
"Euroclear"	
2.01
"Event of Default"	
8.01
"Global Security"	
2.01
"Legal Holiday"	
12.07
"Non-Global Purchasers"	
2.01
"Officer"	
12.10
"Paying Agent"	
2.03
"Payment Blockage Notice"	
6.02
"Payment Blockage Period"	
6.02
"Payment Default"	
8.01
"Purchase Agreement"	
2.01
"Purchase Date"	
5.06
"QIBs"	
2.01
"Registrar"	
2.03
"Regulation S"	
2.01
"Rights"	
5.06
"Rule 144A"	
2.01
"Tender Period"	
3.08
Section 1.03.  Incorporation by Reference of Trust Indenture Act.  Whenever 
this 
Indenture refers to a provision of the TIA, the provision is incorporated 
by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Securities; "indenture security holder" 
means a Noteholder; "indenture to be qualified" means this Indenture; 
"indenture trustee" or "institutional trustee" means the Trustee; and 
"obligor" on the Securities means the Company or any other obligor on the 
Securities.
All other terms used in this Indenture that are defined by the TIA, defined 
by TIA reference to another statute or defined by SEC rule under the TIA 
have the meanings so assigned to them.
Section 1.04.  Rules of Construction.  Unless the context otherwise 
requires:
(a) a term has the meaning assigned to it; (b) an accounting term not 
otherwise defined has the meaning assigned to it in accordance with GAAP 
consistently applied; (c) "or" is not exclusive; (d) words in the singular 
include the plural, and words in the plural include the singular; and (e) 
provisions apply to successive events and transactions.
ARTICLE II

THE SECURITIES
Section 2.01.  Form and Dating.  The Securities and the Trustee's 
certificate of 
authentication shall be substantially in the form of Exhibit A which is 
hereby incorporated in and expressly made a part of this Indenture.
The Securities may have notations, legends or endorsements required by law, 
stock exchange rule, agreements to which the Company is subject, if any, or 
usage (provided that any such notation, legend or endorsement is in a form 
acceptable to the Company).  The Company shall furnish any such legend not 
contained in Exhibit A to the Trustee in writing.  Each Security shall be 
dated the date of its authentication.  The terms and provisions of the 
Securities set forth in Exhibit A are part of the terms of this Indenture 
and to the extent applicable, the Company and the Trustee, by their 
execution and delivery of this Indenture, expressly agree to such terms and 
provisions and to be bound thereby.
(a) Global Securities.  The Securities are being offered and sold by the 
Company 
pursuant to a Purchase Agreement relating to the Securities, dated March 3, 
1999, among the Company and the Initial Purchasers (the "Purchase 
Agreement").
Securities offered and sold (i) in reliance on Regulation S under the 
Securities Act ("Regulation S") or (ii) to "qualified institutional buyers" 
as defined in Rule 144A ("QIBs") in reliance on Rule 144A under the 
Securities Act ("Rule 144A"), each as provided in the Purchase Agreement, 
shall be issued in the form of one or more permanent global Securities in 
definitive, fully registered form without interest coupons with the Global 
Securities Legend and Restricted 
Global Securities Legend set forth in Exhibit A hereto (each, a "Global 
Security").  Any Global Security shall be deposited on behalf of the 
purchasers of the Securities represented thereby with the Trustee, at its 
New York office, as custodian for the Depositary, and registered in the 
name of the Depositary or a nominee of the Depositary for the accounts of 
participants in the Depositary 
(and, in the case of Securities held in accordance with Regulation S, 
registered with the Depositary for the accounts of designated agents 
holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, 
soci,t, anonyme ("Cedel Bank")), duly executed by the Company and 
authenticated by the Trustee as hereinafter provided.  The aggregate 
principal amount of a Global Security may from time to time be increased or 
decreased by adjustments made on the 
records of the Trustee and the Depositary or its nominee as hereinafter 
provided. (b) Book-Entry Provisions.  This Section 2.01(b) shall apply only 
to a Global Security deposited with or on behalf of the Depositary.
The Company shall execute and the Trustee shall, in accordance with this 
Section 2.01(b) and the written order of the Company, authenticate and 
deliver initially one or more Global Securities that (i) shall be 
registered in the name of Cede & Co. or other nominee of such Depositary 
and (ii) shall be delivered by the Trustee to such Depositary or pursuant 
to such Depositary's instructions or held by the Trustee as custodian for 
the Depositary pursuant to a FAST Balance Certificate Agreement between the 
Depositary and the Trustee.
Members of, or participants in, the Depositary ("Agent Members") shall have 
no rights under this Indenture with respect to any Global Security held on 
their behalf by the Depositary or by the Trustee as the custodian of the 
Depositary or under such Global Security, and the Depositary may be treated 
by the Company, the Trustee and any agent of the Company or the Trustee as 
the absolute owner of such Global Security for all purposes whatsoever.  
Notwithstanding the foregoing, nothing herein shall prevent the Company, 
the Trustee or any agent of the Company or the Trustee from giving effect 
to any written certification, proxy or other authorization furnished by the 
Depositary or impair, as between the Depositary and its Agent Members, the 
operation of customary practices of such Depositary governing the exercise 
of the rights of a holder of a beneficial interest in any Global Security.  
The provisions of the "Operating Procedures of the Euroclear System" and 
"Terms and Conditions Governing Use of Euroclear" and the "Management 
Regulations and Instructions to Participants" of Cedel shall be applicable 
to interests in any Global Securities that are held by 
participants through Euroclear or Cedel.  The Trustee shall have no 
obligation to notify holders of any such procedures or to monitor or 
enforce compliance with the same.  
(c) Definitive Securities.  Except as provided in Section 2.06 and 2.10, 
owners of beneficial interests in Global Securities will not be entitled to 
receive physical delivery of certificated Securities in definitive form.  
Purchasers of Securities who are not QIBs and did not purchase Securities 
sold in reliance on Regulation S under the Securities Act (referred to 
herein as the "Non-Global Purchasers") will receive certificated Securities 
in definitive form bearing the 
Restricted Definitive Securities Legend set forth in Exhibit A hereto 
("Definitive Securities").  
Definitive Securities will bear the Restricted Definitive Securities Legend 
set forth on Exhibit A unless removed in accordance with Section 2.06(b).
Section 2.02.  Execution, Authentication and Delivery.  Two Officers shall 
sign the Securities for the Company by manual or facsimile signature.  The 
Company's seal or a facsimile thereof shall be reproduced on the 
Securities.
If an Officer whose signature is on a Security no longer holds that office 
at the time the Security is authenticated, the Security shall nevertheless 
be valid.
A Security shall not be entitled to any benefits under this Indenture or 
the Registration Agreement or otherwise be valid until authenticated by the 
manual signature of an authorized signatory of the Trustee.  The signature 
shall be conclusive evidence that the Security has been authenticated under 
this Indenture.
Upon a written order of the Company signed by two Officers, the Trustee 
shall 
authenticate the Securities for original issue up to an aggregate principal 
amount of $150,000,000 (plus up to an additional $37,500,000 aggregate 
principal amount which may be issued from time to time upon exercise by the 
Initial Purchasers of the over-allotment option set forth in the Purchase 
Agreement) and deliver such authenticated Securities as directed in such 
order.  The aggregate principal amount of Securities outstanding at any 
time shall not exceed 
such amount except as provided in Section 2.07.
The Trustee may appoint one or more authenticating agents acceptable to the 
Company to authenticate Securities.  An authenticating agent may 
authenticate Securities whenever the Trustee may do so.  Each reference in 
this Indenture to authentication by the Trustee includes authentication by 
such agent.  An authenticating agent has the same rights as an Agent to 
deal with the Company or an Affiliate of the Company.
Section 2.03.  Registrar, Paying Agent and Conversion Agent.  The Company 
shall 
maintain in the Borough of Manhattan, The City of New York, State of New 
York (i) an office or agency where Securities may be presented for 
registration of transfer or for exchange (the "Registrar"), (ii) an office 
or agency where Securities may be presented for payment (the "Paying 
Agent"), (iii) an office or agency where Securities may be presented for 
conversion (the "Conversion Agent") and (iv) an office or agency where 
notices to or demands upon the Company in respect of the Securities and 
this Indenture may be sent.  The Registrar shall keep a register of the 
Securities and of their transfer and exchange.  The Company has initially 
appointed the Trustee (at 101 Barclay Street, Floor 21 West, New York, New 
York 10286) as its Registrar, Paying Agent and Conversion Agent in New 
York.  The Company may appoint one or more co-registrars, one or more 
additional paying agents and one or more additional conversion agents in 
such other locations as it shall determine.  The term "Registrar" includes 
any co-registrar, the term "Paying Agent" includes any additional paying 
agent and the term "Conversion Agent" includes any additional conversion 
agent.  The Company may change any Paying Agent, Registrar or Conversion 
Agent without prior notice to any Noteholder.  The Company shall notify the 
Trustee of the name and address of any newly-appointed Agent not a party to 
this Indenture.  If the Company fails to appoint or maintain another entity 
as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as 
such.
Section 2.04.  Paying Agent to Hold Money in Trust.  The Company shall 
require each Paying Agent other than the Trustee to agree in writing that 
the Paying Agent will hold in trust for the benefit of Noteholders or the 
Trustee all money held by the Paying Agent for the payment of principal of, 
premium, if any, on, interest and Liquidated Damages, if any, on, the 
Securities, and will notify the Trustee of any default by the Company in 
making any such payment.  While 
any such default continues, the Trustee may require a Paying Agent to pay 
all money held by it to the Trustee.  The Company at any time may require a 
Paying Agent to pay all money held by it to the Trustee and to account for 
any money disbursed by it.  Upon payment over to the Trustee, the Paying 
Agent (if other than the Company or an Affiliate of the Company) shall have 
no further liability for the money.  If the Company or an Affiliate of the 
Company acts as Paying 
Agent, it shall segregate and hold in a separate trust fund for the benefit 
of the Noteholders all money held by it as Paying Agent.
Section 2.05.  Noteholder Lists.  The Trustee shall preserve in as current 
a form as is reasonably practicable the most recent list available to it of 
the names and addresses of Noteholders and shall otherwise comply with TIA 
 312(a).  If the Trustee is not the Registrar, the Company shall furnish to 
the Trustee at least seven Business Days before each interest payment date 
and at such other times as the Trustee may request in writing a list in 
such form and as of such date as the Trustee may reasonably require of the 
names and addresses of 
Noteholders, and the Company shall otherwise comply with TIA  312(a).
Section 2.06.  Transfer and Exchange.  Where Securities are presented to 
the Registrar with a request to register a transfer or to exchange them for 
an equal principal amount of Securities of other denominations, such 
Registrar shall register the transfer or make the exchange if the 
requirements set forth in this Indenture and as otherwise may be reasonably 
required by the Registrar with respect to such transactions are met.  To 
permit registrations of transfers and 
exchanges, the Company shall issue and the Trustee shall authenticate 
Securities at the Registrar's request.  No service charge shall be made for 
any registration of transfer or exchange (except as otherwise expressly 
permitted herein), but the Company may require payment of a sum sufficient 
to cover any transfer tax or similar governmental charge payable in 
connection therewith (other than any such transfer tax or similar 
governmental charge payable upon 
exchanges pursuant to Sections 2.10, 3.06, 3.08, 5.02 or 11.05 hereof not 
involving any transfer of the Securities).
The Company shall not be required (i) to issue, register the transfer of, 
or exchange Securities during a period beginning at the opening of business 
15 days before the day of mailing of notice of redemption of Securities 
under Section 3.03 hereof and ending at the close of business on the day of 
such mailing, or (ii) to exchange or register the transfer of any Security 
so 
selected for redemption in whole or in part, except the unredeemed portion 
of any Security being redeemed in part.
(a) Notwithstanding any provision to the contrary herein, so long as a 
Global Security remains outstanding and is held by or on behalf of the 
Depositary, transfers of a Global Security, in whole or in part, or of any 
beneficial interest therein, shall only be made in accordance with Sections 
2.01(b) and 2.10 and this Section 2.06(a); provided, however, that 
beneficial interests in 
a Global Security may be transferred to persons who take delivery thereof 
in the form of a beneficial interest in the Global Security in accordance 
with the transfer restrictions set forth under the heading "Notice to 
Investors" in the Offering Memorandum and, if applicable, in the Restricted 
Global Securities Legend.
 (i) Except for transfers or exchanges made in accordance with any of 
clauses 
(ii) through (v) of this Section 2.06(a) and Section 2.10, transfers of a 
Global Security shall be limited to transfers of such Global Security in 
whole, but not in part, to nominees of the Depositary or to a successor of 
the Depositary or such successor's nominee.
 (ii) Global Security to Definitive Security.  If an owner of a beneficial 
interest in a Global Security deposited with the Depositary or with the 
Trustee as custodian for the Depositary wishes at any time to transfer its 
interest in such Global Security to a Person who is required to take 
delivery thereof in the form of a Definitive Security, such owner may, 
subject to the rules and procedures of Euroclear or Cedel Bank, if 
applicable, and the Depositary, cause the exchange of such interest for one 
or more Definitive 
Securities of any authorized denomination or denominations and of the same 
aggregate principal amount.  Upon receipt by the Registrar of (1) 
instructions from Euroclear or Cedel Bank, if applicable, and the 
Depositary directing the Trustee to authenticate and deliver one or more 
Definitive Securities of the same aggregate principal amount as the 
beneficial interest in the Global Security to be exchanged, such 
instructions to contain the name or names of the designated transferee or 
transferees, the authorized denomination 
or denominations of the Definitive Securities to be so issued and 
appropriate delivery instructions, (2) a certificate substantially in the 
form of Exhibit B attached hereto given by the owner of such beneficial 
interest, (3) a certificate substantially in the form of Exhibit C attached 
hereto given by the person acquiring the Definitive Securities for which 
such interest is being exchanged, to the effect set forth therein, and (4) 
such other certifications or other information and, in the case of 
transfers pursuant to Rule 144 under 
the Securities Act, legal opinions as the Company may reasonably require to 
confirm that such transfer is being made pursuant to an exemption from, or 
in a transaction not subject to, the registration requirements of the 
Securities Act, then Euroclear or Cedel Bank, if applicable, or the 
Registrar, as the case may be, will instruct the Depositary to reduce or 
cause to be reduced such Global Security by the aggregate principal amount 
of the beneficial interest therein to be exchanged and to debit or cause to 
be debited from the account of the Person making such transfer the 
beneficial interest in the Global Security 
that is being transferred, and concurrently with such reduction and debit 
the Company shall execute, and the Trustee shall authenticate and deliver, 
one or more Definitive Securities of the same aggregate principal amount in 
accordance with the instructions referred to above.
 (iii) Definitive Security to Definitive Security.  If a holder of a 
Definitive 
Security wishes at any time to transfer such Definitive Security (or 
portion thereof) to a Person who is required to take delivery thereof in 
the form of a Definitive Security, such holder may, subject to the 
restrictions on transfer set forth herein and in such Definitive Security, 
cause the transfer of such Definitive Security (or any portion thereof in a 
principal amount equal to an authorized denomination) to such transferee.  
Upon receipt by the Registrar of (1) such Definitive Security, duly 
endorsed as provided herein, (2) instructions from such holder directing 
the Trustee to authenticate and deliver one or 
more Definitive Securities of the same aggregate principal amount as the 
Definitive Security (or portion thereof) to be transferred, such 
instructions to contain the name or names of the designated tranferee or 
transferees, the authorized denomination or denominations of the Definitive 
Securities to be so issued and appropriate delivery instructions, (3) a 
certificate from the holder of the Definitive Security to be transferred in 
substantially the form of Exhibit B attached hereto, (4) a certificate 
substantially in the form of Exhibit C attached hereto given by the person 
acquiring the Definitive Securities (or portion thereof), to the effect set 
forth therein, and (5) such other certifications or other information and, 
in the case of transfers pursuant to Rule 144 under the Securities Act, 
legal opinions as the Company may reasonably require to confirm that such 
transfer is being made pursuant to an exemption from, or in a transaction 
not subject to, the registration requirements of the Securities Act, then 
the Registrar, shall cancel or cause to 
be canceled such Definitive Security and concurrently therewith, the 
Company shall execute, and the Trustee shall authenticate and deliver, one 
or more Definitive Securities in the appropriate aggregate principal 
amount, in accordance with the instructions referred to above and, if only 
a portion of a Definitive Security is transferred as aforesaid, 
concurrently therewith Company shall execute and the Trustee shall execute 
and deliver to the transferor a Definitive Security in a principal amount 
equal to the principal amount 
which has not been transferred.  A holder of a Definitive Security may at 
any time exchange such Definitive Security for one or more Definitive 
Securities of other authorized denominations and in the same aggregate 
principal amount and registered in the same name by delivering such 
Definitive Security, duly endorsed as provided herein, to the Registrar 
together with instructions directing the Trustee to authenticate and 
deliver one or more Definitive Securities in the same aggregate principal 
amount and registered in the same name as the Definitive Security to be 
exchanged, and the Registrar thereupon 
shall cancel or caused to be cancelled such Definitive Security and 
concurrently therewith the Company shall execute and Trustee shall 
authenticate and deliver, one or more Definitive Securities in the same 
aggregate principal amount and registered in the same name as the 
Definitive Security being exchanged.  
 (iv) Definitive Security to Global Security.  If a holder of a Definitive 
Security wishes at any time to transfer such Definitive Security (or 
portion thereof) to a Person who is not required to take delivery thereof 
in the form of a Definitive Security, such holder shall, subject to the 
restrictions on transfer set forth herein and in such Definitive Security 
and the rules of the Depositary and Euroclear and Cedel Bank, as 
applicable, cause the exchange of such Definitive Security for a beneficial 
interest in the Global Security.  Upon receipt by the Registrar of (1) such 
Definitive Security, duly endorsed as 
provided herein, (2) instructions from such holder directing the Trustee to 
increase the aggregate principal amount of the Global Security deposited 
with the Depository or with the Trustee as custodian for the Depository by 
the same aggregate principal amount at maturity as the Definitive Security 
to be exchanged, such instructions to contain the name or names of a member 
of, or participant in, the Depository that is designated as the transferee, 
the account of such member or participant and other appropriate delivery 
instructions, 
(3) the assignment form on the back of the Definitive Security completed in 

full (certifying in effect that such transfer complies with Rule 144A or 
Regulation S under the Securities Act or is otherwise being made to a 
Person who is not required to take delivery of such Security in the form of 
a Definitive Security) and (4) such other certifications or other 
information and, in the case of transfers pursuant to Rule 144 under the 
Securities Act, legal opinions as the Company may reasonably require to 
confirm that such transfer is being made pursuant to an exemption from, or 
in a transaction not subject 
to, the registration requirements of the Securities Act, then the 
Registrar, shall cancel or cause to be canceled such Definitive Security 
and concurrently therewith shall increase the aggregate principal amount of 
the Global Security by the same aggregate principal amount as the 
Definitive Security canceled.
 (v) Other Exchanges.  In the event that a Global Security is exchanged for 
Securities in definitive registered form pursuant to Section 2.10, prior to 
the effectiveness of a Shelf Registration Statement with respect to such 
Securities, such Securities may be exchanged only in accordance with such 
procedures as are substantially consistent with the provisions of clauses 
(ii) and (iii) above (including the certification requirements 

intended to ensure that such transfers comply with Rule 144A or Regulation 
S under the Securities Act, as the case may be) and such other procedures 
as may from time to time be adopted by the Company.
(b) Except in connection with a Shelf Registration Statement contemplated 
by and in accordance with the terms of the Registration Agreement, if 
Securities are issued upon the registration of transfer, exchange or 
replacement of Securities bearing a Restricted Securities Legend, or if a 
request is made to remove such a Definitive Securities Legend on 
Securities, the Securities so issued shall bear the Restricted Securities 
Legend, or a Restricted Securities Legend shall not be removed, as the case 
may be, unless there is delivered to the Company such 
satisfactory evidence, which, in the case of a transfer made pursuant to 
Rule 144 under the Securities Act, may include an opinion of counsel 
licensed to practice law in the State of New York, as may be reasonably 
required by the Company, that neither the legend nor the restrictions on 
transfer set forth therein are required to ensure that transfers thereof 
comply with the 
provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act 
or that such Securities are not "restricted" within the meaning of Rule 144 
under the Securities Act.  Upon provision to the Company of such 
satisfactory evidence, the Trustee, at the written direction of the 
Company, shall authenticate and deliver Securities that do not bear the 
legend.  The 
Company shall not otherwise be entitled to require the delivery of a 
legalopinion in connection with any transfer or exchange of Securities.
(c) Neither the Trustee nor any Agent shall have any responsibility for any 
actions taken or not taken by the Depositary.
(d) The Trustee shall have no obligation or duty to monitor, determine or 
inquire as to compliance with any restrictions on transfer imposed under 
this Indenture or under applicable law with respect to any transfer of any 
interest in any Security (including any transfers between or among 
Depositary's participants or beneficial owners of interests in any Global 
Security) other 
than to require delivery of such certificates and other documentation as is 
expressly required by, and to do so if and when expressly required by, the 
terms of this Indenture and to examine the same to determine substantial 
compliance as to form with the express requirements hereof. Section 2.07.  
Replacement Securities.  If the holder of a Security claims that the 
Security has been lost, destroyed or wrongfully taken or if such Security 
is mutilated and is surrendered to the Registrar, the Company shall issue 
and the Trustee shall authenticate a replacement Security if the Trustee's 
and the Company's requirements (as shall have been previously communicated 
to 
the Trustee in a written letter of standing instruction) are met.  If 
required by the Trustee, the Registrar or the Company, an indemnity bond 
must be sufficient in the judgment of each of the 
foregoing to protect the Company, the Trustee, any Agent or any 
authenticating agent from any loss which any of them may suffer if a 
Security is replaced.  The Company may charge for its expenses in replacing 
a Security.
In case any such mutilated, destroyed, lost or stolen Security has become 
or is about to become due and payable, or is about to be redeemed or 
purchased by the Company pursuant to Article III hereof or converted into 
shares of Common Stock pursuant to Article V hereof, the Company in its 
discretion may, instead of issuing a new Security, pay, redeem or convert 
such Security, as the case may be. Every replacement Security is an 
additional obligation of the Company and shall be entitled to all of the 
benefits of this Indenture equally and proportionately with all other 
Securities duly issued hereunder.  The provisions of this Section 2.07 are 
exclusive and shall preclude (to the extent lawful) all other rights and 
remedies with respect to the replacement of mutilated, destroyed, lost or 
stolen Securities. Section 2.08.  Outstanding Securities.  The Securities 
outstanding at any time are all the Securities authenticated by the Trustee 
except for those canceled by it, those delivered to it for 
cancellation, and those described in this Section as not outstanding.
If a Security is replaced, paid, redeemed or converted, it ceases to be 
outstanding unless, in the case of a replaced Security, the Trustee 
receives proof satisfactory to it that the replaced Security is held by a 
bona fide purchaser. If Securities are considered paid under Section 4.01 
hereof, they cease to be outstanding and interest (and Liquidated Damages, 
if any) on them ceases to accrue. Except as set forth in Section 2.09 
hereof, a Security does not cease to be outstanding because the Company or 
an Affiliate of the Company holds the Security. Section 2.09.  Treasury 
Securities.  In determining whether the Noteholders of the required 
principal amount of Securities have concurred in any direction, waiver or 
consent, Securities owned by the Company or an Affiliate of the Company 
shall be considered as though they are not outstanding, 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 a Trust Officer actually knows are so owned shall be so 
disregarded.
Section 2.10.  Temporary Securities; Exchange of Global Security for 
Definitive 
Securities. 
(a) Until definitive Securities are ready for delivery, the Company may 
prepare and the Trustee shall authenticate temporary Securities.  Temporary 
Securities shall be substantially in the form of definitive Securities but 
may have variations that the Company considers appropriate for temporary 
Securities and shall be reasonably acceptable to the Trustee.  Without 
unreasonable delay, the Company shall prepare and the Trustee shall 
authenticate definitive 
Securities in exchange for temporary Securities.
(b) Except for transfers made in accordance with Section 2.06 (a), a Global 
Security deposited with the Depositary or with the Trustee as custodian for 
the Depositary pursuant to Section 2.01 shall be transferred to the 
beneficial owners thereof in the form of certificated Securities in 
definitive form only if such transfer complies with Section 2.06 and (i) 
the Depositary notifies the Company that it is unwilling or unable to 
continue as Depositary for such 
Global Security or if at any time such Depositary ceases to be a "clearing 
agency" registered under the Exchange Act and a successor Depositary is not 
appointed by the Company within 90 days of such notice, or 
(ii) an Event of Default has occurred and is continuing.

(c) Any Global Security or interest thereon that is transferable to the 
beneficial owners thereof in the form of certificated Securities in 
definitive form shall, if held by the Depository, be surrendered by the 
Depositary to the Trustee, without charge, and the Trustee shall 
authenticate and deliver, upon such transfer of each portion of such Global 
Security, an equal aggregate principal amount of Securities of authorized 
denominations in the form of 
certificated Securities in definitive form.  Any portion of a Global 
Security transferred pursuant 
to this Section shall be executed, authenticated and delivered only in 
denominations of $1,000 and any integral multiple thereof and registered in 
such names as the Depositary shall direct.  Any Securities in the form of 
certificated Securities in definitive form delivered in exchange for 
an interest in the Global Security shall, except as otherwise provided by 
Section 2.06(b), bear the Restricted Definitive Securities Legend set forth 
in Exhibit A hereto.
(d) Prior to any transfer pursuant to Section 2.10(b), the registered 
holder of a Global Security may grant proxies and otherwise authorize any 
Person, including Agent Members and Persons that may hold interests through 
Agent Members, to take any action which a holder is entitled to take under 
this Indenture or the Securities.
(e) The Company will make available to the Trustee a reasonable supply of 
certificated Securities in definitive form without interest coupons.
Section 2.11.  Cancellation.  The Company at any time may deliver 
Securities to the Registrar for cancellation.  The Registrar, Paying Agent 
and Conversion Agent shall forward to the Trustee any Securities 
surrendered to them for registration of transfer, redemption, conversion, 
exchange or payment.  The Trustee shall promptly cancel all Securities 
surrendered for registration of transfer, redemption, conversion, exchange, 
payment, replacement or cancellation and shall dispose of all such canceled 
Securities in accordance with its customary procedures.  The Company may 
not issue new Securities to replace Securities that it has paid or that 
have been delivered to the Registrar for cancellation or that any holder 
has converted. All Securities which are redeemed, purchased or otherwise 
acquired by the Company or any of its Subsidiaries or Affiliates prior to 
the final maturity date of the Securities shall be delivered to the Trustee 
for cancellation and the Company may not hold or resell any such Securities 
or issue any new Securities to replace any such Securities or any 
Securities that any holder has converted pursuant to this Indenture. 
Section 2.12.  Payment of Interest: Interest Rights Preserved.  Interest 
(including Liquidated Damages, if any) on any Security which is payable, 
and is punctually paid or duly provided for on any March 1 or September 1 
shall be paid to the Person in whose name such Security (or one or more 
predecessor Securities) is registered at the close of business on the 
record date for such interest payment, which shall be the February 15 or 
August 15 (whether or not a Business Day) immediately preceding such 
interest payment date. Any interest and Liquidated Damages, if any, on any 
Security which is payable, but is not punctually paid or duly provided for, 
on any interest payment date (herein collectively called "Defaulted 
Interest") shall forthwith cease to be payable to the registered holder on 
the relevant record date, and, except as hereinafter provided, such 
Defaulted Interest and any interest payable 
on such Defaulted Interest may be paid by the Company, at its election, as 
provided in subsection 
(a) or (b) below:
(a) The Company may elect to make payment of any Defaulted Interest, and 
any interest payable on such Defaulted Interest, to the Persons in whose 
names the Securities are registered at the close of business on a special 
record date for the payment of such Defaulted Interest, which shall be 
fixed in the following manner.  The Company shall notify the Trustee in 
writing of the amount of Defaulted Interest proposed to be paid on the 
Securities and the date of the proposed payment, and at the same time the 
Company shall deposit with the Trustee an amount of money equal to the 
aggregate amount proposed to be paid in respect of such Defaulted Interest 
(including Liquidated Damages, if any) or shall make arrangements 
satisfactory to the Trustee for such deposit prior to the date of the 
proposed payment, such money when deposited to be held in trust 
for the benefit of the Persons entitled to such Defaulted Interest as 
provided in this subsection (a).  Thereupon, the Trustee shall fix a 
special record date for the payment of such Defaulted Interest which shall 
be not more than 15 calendar days and not less than 10 calendar days prior 
to the date of the proposed payment and not less than 10 calendar days 
after the receipt by the Trustee of the notice of the proposed payment.  
The Trustee shall promptly notify the Company of such special record date 
and, in the name and at the 
expense of the Company, shall cause notice of the proposed payment of such 
Defaulted Interest and the special record date therefor to be sent, first 
class mail, postage prepaid, to each holder at such holder's address as it 
appears in the register for the Securities, not less than 10 calendar days 
prior to such special record date.  Notice of the proposed payment of such 
Defaulted Interest and the special record date therefor having been mailed 
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose 
names the Securities are registered at the close of business on such 
special record date and shall no 
longer be payable pursuant to the following subsection (b).
(b) The Company may make payment of any Defaulted Interest and any interest 
payable on such Defaulted Interest, on the Securities in any other lawful 
manner not inconsistent with the requirements of any securities exchange on 
which the Securities may be listed, and upon such notice as may be required 
by such exchange, if, after notice given by the Company to the Trustee of 
the proposed payment pursuant to this clause, 
such manner of payment shall be deemed practicable by the Trustee.  
Subject to the foregoing provisions of this Section 2.12, each Security 
delivered under this Indenture upon registration of transfer of, or in 
exchange for, or in lieu of, or in substitution for, any other Security, 
shall carry the rights to interest (and Liquidated Damages, if any) accrued 
and unpaid, and to accrue, which were carried by such other Security.  
Section 2.13.  Computation of Interest.  Interest on the Securities shall 
be computed on the basis of a 360-day year consisting of twelve 30-day 
months.  In the event that any principal of or premium, if any, or interest 
or Liquidated Damages, if any, on the Securities is not paid when due, then 
except to the extent permitted by law, such overdue principal, premium, if 
any, interest and Liquidated Damages, if any, shall bear interest until 
paid at the Default Rate, compounded semi-annually.  As used herein, the 
term "Default Rate" means, as of any date and 
whether or not any Securities are outstanding on such date, a rate per 
annum equal to (i) 5% per annum plus (ii) if a Registration Default (as 
defined in the Registration Agreement) has occurred and is continuing on 
such date, the per annum rate of interest at which Liquidated Damages on 
the Securities are being computed on such date or, if no Securities are 
outstanding on such date, 
the per annum rate of interest at which Liquidated Damages on the 
Securities would have been computed on such date if the Securities were 
outstanding.
Section 2.14.  CUSIP Number.  The Company in issuing the Securities may use 
a 
"CUSIP" number in notices of redemption or exchange as a convenience to 
holders; provided that any such notice may state that no representation is 
made as to the correctness or accuracy of the CUSIP number printed in the 
notice or on the Securities and that reliance may be placed only on the 
other identification numbers printed on the Securities.  The Company shall 
promptly notify the Trustee of any change in the CUSIP number.  
Section 2.15.  Regulation S.  The Company agrees that it will refuse to 
register any transfer of Securities or any shares of Common Stock issued 
upon conversion of Securities that is not made in accordance with the 
provisions of Regulation S under the Securities Act, pursuant to a 
registration statement which has been declared effective under the 
Securities Act or pursuant to an available exemption from the registration 
requirements of the SecuritiesAct; provided that 
the provisions of this paragraph shall not be applicable to any Securities 
which do not bear a Restricted Securities Legend or to any shares of Common 
Stock evidenced by certificates which do not bear a Restricted Common Stock 
Legend.
Section 2.16.  Persons Deemed Owners.  Prior to due presentment of a 
Security for registration of transfer, the Company, the Trustee and any 
Agent of the Company may treat the Person in whose name such Security is 
registered as the owner of such Security for the purpose of receiving 
payment of principal of and premium, if any, and (subject to Sections 2.06 
and 2.13 above) interest and Liquidated Damages, if any, on such Security 
and for all other purposes 
whatsoever, whether or not such Security be overdue, and neither the 
Company, the Trustee nor any Agent shall be affected by notice to the 
contrary.
ARTICLE III

REDEMPTION
Section 3.01.  Notices to Trustee.  If the Company elects to redeem 
Securities pursuant to 
Section 3.07 hereof, it shall notify the Trustee in writing of the 
redemption date and the principal 
amount of Securities to be redeemed.  The Company shall give each notice 
provided for in this 
Section 3.01 at least 45 days before the redemption date (unless a shorter 
notice period shall be 
satisfactory to the Trustee).
Section 3.02.  Selection of Securities to be Redeemed.  If less than all 
the Securities are to be redeemed, the Trustee shall select the Securities 
to be redeemed by a method that complies with the requirements of the 
principal national securities exchange, if any, on which the Securities are 
listed, or, if the Securities are not so listed, on a pro rata basis, by 
lot or by such 
other method as the Trustee considers fair and appropriate.  The Trustee 
shall make the selection not more than 60 days and not less than 30 days 
before the redemption date from Securities outstanding not previously 
called for redemption.  The Trustee may select for redemption portions of 
the principal of Securities that have denominations larger than $1,000.  
Securities and 
portions of them it selects shall be in principal amounts of $1,000 or 
integral multiples of $1,000.  Provisions of this Indenture that apply to 
Securities called for redemption also apply to portions of Securities 
called for redemption.  The Trustee shall notify the Company promptly of 
the Securities or portions of Securities to be called for redemption. If 
any Security selected for partial redemption is converted in part after 
such selection, the converted portion of such Security shall be deemed (so 
far as may be) to be the portion to be selected for redemption.  The 
Securities (or portions thereof) so selected shall be deemed duly selected 
for redemption for all purposes hereof, notwithstanding that any such 
Security is converted in whole or in part before the mailing of the notice 
of redemption.  Upon any redemption of less than all the Securities, the 
Company and the Trustee may treat as outstanding 
any Securities surrendered for conversion during the period 15 days next 
preceding the mailing of a notice of redemption and need not treat as 
outstanding any Security authenticated and delivered during such period in 
exchange for the unconverted portion of any Security converted 
in part during such period.
Section 3.03.  Notice of Redemption.  At least 30 days but not more than 60 
days before a redemption date, the Company shall mail a notice of 
redemption to each holder whose Securities are to be redeemed at such 
holder's registered address.
The notice shall identify the Securities to be redeemed (including the 
CUSIP number) and shall state:
(a) the redemption date;
(b) the redemption price and the amount accrued and unpaid interest and 
Liquidated Damages, if any, to be paid;
(c) if any Security is being redeemed in part, the portion of the principal 
amount of such Security to be redeemed and that, after the redemption date, 
upon 
cancellation of such Security, a new Security or Securities in principal 
amount equal to the unredeemed portion will be issued in the name of the 
holder thereof;
(d) the name and address of the Paying Agent;
(e) that Securities called for redemption must be surrendered to the Paying 
Agent to collect the redemption price plus accrued interest and Liquidated 
Damages, if any;
(f) that, unless the Company defaults in making such redemption payment or 
the Paying Agent is prohibited from making such payment pursuant to the 
terms of this Indenture, by law or otherwise, interest and Liquidated 
Damages, if applicable, on Securities called for redemption cease to accrue 
on and after the redemption date; 
(g) the paragraph of the Securities pursuant to which the Securities called 
for 
redemption are being redeemed; and
(h) any other information necessary to enable holders to comply with the 
notice of redemption.  
Such notice shall also state the current Conversion Price and the date on 
which the right to convert such Securities or portions thereof into Common 
Stock of the Company will expire. At the Company's request, the Trustee 
shall give notice of redemption in the Company's name and at the Company's 
expense.  In such event, the Company shall provide the Trustee with the 
information required by this Section 3.03 in a timely manner; provided that 
the Company shall give the Trustee not less than 60 days' written notice 
unless the Trustee consents to a 
shorter period.
Section 3.04.  Effect of Notice of Redemption.  Once notice of redemption 
is mailed, Securities called for redemption become due and payable on the 
redemption date at the price set forth in the Security plus interest and 
Liquidated Damages, if any, accrued and unpaid to the redemption date; 
provided that accrued interest and Liquidated Damages which are due and 
payable on any interest payment date which is on or prior to the redemption 
date shall be payable to the holders of such Securities, or one or more 
predecessor Securities, registered as such at the 
close of business on the relevant record date; and provided, further, that 
if a redemption date is not a Business Day, payment shall be made on that 
next succeeding Business Day and no interest shall accrue for the period 
from such redemption date to such succeeding Business Day unless the 
Company shall default in the payment due on such Business Day.  Upon 
surrender to the Paying Agent, such Securities shall be paid at the 
redemption price stated in such notice.  Failure to give notice or any 
defect in the notice to any holder shall not affect the validity of the 
notice to any other holder.  The notice if mailed in the manner herein 
provided shall be conclusively presumed to have been given.  In any case, 
failure to give such notice to any holder or any defect in the notice to 
any holder of any Security designated for redemption as a whole or in part 
shall not affect the validity of the proceedings for the redemption of any 
other Securities.
Section 3.05.  Deposit of Redemption Price.  Prior to 10:00 a.m. (New York 
City time) on the redemption date, the Company shall deposit with the 
Trustee or the Paying Agent in immediately available funds, money 
sufficient to pay the redemption price of and accrued and unpaid interest 
and Liquidated Damages, if applicable, to but not including the redemption 
date on all Securities to be redeemed on that date (subject to the right of 
holders of record on the 
relevant record date to receive interest (and Liquidated Damages, if 
applicable) due on an interest payment date) unless there to fore converted 
into Common Stock pursuant to the provisions hereof.  The Trustee or such 
Paying Agent shall return to the Company any money not required for that 
purpose.  So long as the Company complies with the preceding paragraph and 
the other provisions of this Article III and unless the Paying Agent is 
prohibited from making such payment pursuant to the terms of this 
Indenture, by law or otherwise, interest (and Liquidated Damages, if any) 
on the Securities to be redeemed on the applicable redemption date shall 
cease to accrue from and after such redemption date and such Securities or 
portions thereof shall be deemed not to be entitled to any benefit under 
this Indenture except to receive payment on the redemption date of 
the redemption price plus interest and Liquidated Damages, if any, accrued 
and unpaid to the redemption date.  If any Security called for redemption 
shall not be so paid upon surrender for redemption, then, from the 
redemption date until such redemption price (including, without limitation, 
accrued interest and Liquidated Damages, if any) is paid in full, the 
Company shall pay interest, to the extent permitted by law, on the unpaid 
principal of and premium, if any, 
interest and Liquidated Damages, if any, on such Security at the Default 
Rate, compounded semiannually.
Section 3.06.  Securities Redeemed in Part.  Upon surrender of a Security 
that is redeemed in part, the Company shall issue and the Trustee shall 
authenticate for the holder at the expense of the Company a new Security 
equal in principal amount to the unredeemed portion of the Security 
surrendered.
Section 3.07.  Optional Redemption.  The Company may redeem all or any 
portion of the Securities, upon the terms and at the redemption prices set 
forth in each of the Securities.  Any redemption pursuant to this Section 
3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 
hereof.
Section 3.08.  Designated Event Offer.  
(a) In the event that, pursuant to Section 4.07 hereof, the Company shall 
commence a Designated Event Offer, the Company shall follow the procedures 
in this Section 3.08.
(b) The Designated Event Offer shall remain open for a period specified by 
the 
Company which shall be no less than 30 days and no more than 60 days from 
and including the date of the mailing of notice in accordance with Section 
3.08(d) hereof (the "Commencement Date"), except to the extent that a 
longer period is required by applicable law (the "Tender Period").  On the 
day (the "Designated Event Payment Date") immediately following the last 
day of the Tender Period, the Company shall purchase the principal amount 
of Securities duly 
surrendered for repurchase and not withdrawn.
(c) If a Designated Event Payment Date is after a record date and before 
the related interest payment date, accrued interest and Liquidated Damages, 
if any, to the related interest payment date will be paid to the persons in 
whose names the Securities (or one or more predecessor Securities) are 
registered at the close of business on such record date, notwithstanding 
the repurchase of any such Securities on such Designated Event Payment 
Date, and no additional interest or Liquidated Damages, if any, will be 
payable to Noteholders who 
tender Securities for purchase on such Designated Event Payment Date.
(d) The Company shall provide the Trustee with written notice of the 
Designated 
Event Offer at least 10 Business Days before the Commencement Date.
(e) Within 30 days following any Designated Event, unless the Company is 
entitled to and has previously elected to redeem all of the outstanding 
Securities at its option and has previously given holders notice of its 
intention to redeem all of the outstanding Securities in accordance with 
Article III of this Indenture, the Company or the Trustee (at the request 
and 
expense of the Company) shall send, by first class mail, a notice to each 
of the Noteholders, which shall govern the terms of the Designated Event 
Offer and shall state:
 (i) that the Designated Event Offer is being made pursuant to this 
Section 3.08 and Section 4.07 hereof and that all Securities validly 
tendered will be accepted for payment;
 (ii) the purchase price (as determined in accordance with Section 4.07 
hereof , 
subject to Section 3.08(c) hereof), the length of time the Designated Event 
Offer will remain open and the Designated Event Payment Date;
 (iii) that any Security or portion thereof not validly tendered or 
accepted for 
payment will continue to accrue interest and Liquidated Damages, if 
applicable, and will continue to have conversion rights;
 (iv) that, unless the Company defaults in the payment of the Designated 
Event 
Payment, any Security or portion thereof accepted for payment pursuant to 
the 
Designated Event Offer shall cease to accrue interest and Liquidated 
Damages, if 
applicable, from and after the Designated Event Payment Date and will cease 
to have conversion rights after the Designated Event Payment Date;
 (v) that Noteholders electing to have a Security or portion thereof 
purchased 
pursuant to any Designated Event Offer will be required to surrender the 
Security, with the form entitled "Option of Noteholder To Elect Purchase" 
on the reverse of the Security completed, to a Paying Agent at the address 
specified in the notice (which shall include and address in the Borough of 
Manhattan, The City of New York) prior to the close of business on the 
third Business Day preceding the Designated Event Payment Date;
 (vi) that Noteholders will be entitled to withdraw their election if a 
Paying 
Agent receives, not later than the close of business on the second Business 
Day preceding the Designated Event Payment Date, a letter or facsimile 
transmission setting forth the name of the Noteholder, the principal amount 
of the Securities or portion thereof delivered for purchase and a statement 
that such Noteholder is withdrawing his election to have such Securities or 
portions thereof purchased; and 
 (vii) that Noteholders whose Securities are being purchased only in part 
will be issued new Securities equal in principal amount to the unpurchased 
portion of the Securities surrendered, which unpurchased portion must be 
equal to $1,000 in principal amount or an integral multiple thereof.In 
addition, the notice shall contain all instructions, other information and 
materials that the Company shall reasonably deem necessary to enable such 
Noteholders to tender Securities pursuant to the Designated Event Offer or 
to withdraw tendered Securities.  If the Company is not required to mail 
such notice because, as provided above, it has previously given notice of 
its intention to redeem the Securities in whole but the Company thereafter 
defaults in the payment of the redemption price (including accrued interest 
and Liquidated Damages, if any) on any of the Securities on the relevant 
redemption date, then the Company shall be required to give notice pursuant 
to this Section 3.08(e) no later than the second Business Day following 
such redemption date, in which case the Tender Period shall be 30 days 
except to the extent that a longer period is required by applicable law.  
In the event that the Company is required by 
applicable law to extend the Tender Period beyond the Designated Event 
Payment Date set forth in such notice, the Company will, as promptly as 
possible, issue a press release and send notice to holders announcing such 
extension and the new Designated Event Payment Date, which press release 
and notice shall state the new deadlines for surrendering and withdrawing 
Securities.
(f) Prior to 10:00 A.M. (New York City Time) on the Designated Event 
Payment 
Date, the Company shall irrevocably deposit with the Trustee or the Paying 
Agent in immediately available funds an amount equal to the Designated 
Event Payment in respect of all Securities or portions thereof validly 
tendered and not withdrawn, such funds to be held for payment in accordance 
with the terms of this Section 3.08.  On the Designated Event Payment Date, 
the Company shall, to the extent lawful, (i) accept for payment the 
Securities or portions 
thereof validly tendered pursuant to the Designated Event Offer, (ii) 
deliver or cause to be delivered to the Trustee the Securities so accepted 
and (iii) deliver to the Trustee an Officers' Certificate identifying the 
Securities or portions thereof tendered and not withdrawn to the Company 
and stating that such Securities have been accepted for payment by the 
Company in accordance with the terms of this Section 3.08.  The Paying 
Agent shall promptly (but in any 
case not later than five calendar days after the Designated Event Payment 
Date) mail or deliver to each holder of Notes so accepted for payment an 
amount equal to the Designated Event Payment for such Securities, and the 
Trustee shall promptly authenticate and mail or otherwise deliver to each 
such Noteholder a new Security equal in principal amount to any unpurchased 
portion of the Security surrendered; provided that each new Security shall 
be in a principal 
amount of $1,000 or an integral multiple thereof.  Any Securities not so 
accepted shall be promptly mailed or otherwise delivered by or on behalf of 
the Company to the holders thereof.  The Company will publicly announce the 
results of the Designated Event Offer on, or as soon as practicable after, 
the Designated Event Payment Date.
(g) The Designated Event Offer shall be made by the Company in compliance 
with 
all applicable provisions of the Exchange Act and any other securities laws 
and regulations (including, without limitation, Rules 13e-4 and 14e-1 under 
the Exchange Act) to the extent such laws and regulations are applicable in 
connection with the repurchase of the Securities in connection with a 
Designated Event.
ARTICLE IV

COVENANTS
Section 4.01.  Payment of Securities.  The Company shall pay the principal 
of, premium, if any, and interest (and Liquidated Damages, if applicable) 
on the Securities on the dates and in the manner provided in the Securities 
and this Indenture.  Principal, premium, if any, and interest (and 
Liquidated Damages, if applicable) shall be considered paid on the date due 
if the Paying Agent (other than the Company or an Affiliate of the Company) 
holds on that date money 
designated for and sufficient to pay all principal, premium, if any and 
interest (and Liquidated Damages, if any) then due and such Paying Agent is 
not prohibited from paying such money to the Noteholders on that date 
pursuant to the terms of this Indenture.  To the extent lawful, the Company 
shall pay interest (including post-petition interest in any proceeding 
under any 
Bankruptcy Law) on overdue installments of interest (and on overdue 
principal, premium, if any, and Liquidated Damages, if applicable (in each 
case without regard to any applicable grace period)), at the Default Rate, 
compounded semiannually.
Section 4.02.  SEC Reports.  The Company will comply with the requirements 
of TIA 
Section 314(a).  In addition, whether or not required by the rules and 
regulations of the SEC, so long as any Securities are outstanding, the 
Company will file with the SEC and furnish (without exhibits) to the 
Trustee and to the holders of Securities all quarterly and annual financial 
information required to be contained in a filing with the SEC on Forms 10-Q 
and 10-K, including a "Management's Discussion and Analysis of Financial 
Conditions and Results of 
Operations" and, with respect to annual consolidated financial statements 
only, a report on the annual consolidated financial statements by the 
Company's certified independent accountants.  The Company shall not be 
required to file any report or other information with the SEC if the SEC 
does not permit such filing.  Delivery of such reports, information and 
documents to the Trustee is for informational purposes only and the 
Trustee's receipt thereof shall not constitute constructive notice of any 
information contained therein or determinable from information contained 
therein, including the Company's compliance with any of its covenants 
hereunder.In addition, if the Company at any time is not subject to either 
Section 13 or 15(d) of the Exchange Act, the Company will provide to each 
holder and beneficial owner of Securities and 
shares of Common Stock issued upon conversion of Securities, and to any 
prospective purchaser designated by any such holder or beneficial owner, 
upon request, the information required pursuant to Rule 144A(d)(4) of the 
Securities Act.
Section 4.03.  Compliance Certificate.  The Company shall deliver to the 
Trustee, within 120 days after the end of each fiscal year of the Company, 
an Officers' Certificate stating that a review of the activities of the 
Company and its subsidiaries during the preceding fiscal year has been made 
under the supervision of the signing Officers with a view to determining 
whether the 
Company has kept, observed, performed and fulfilled its obligations under, 
and complied with the covenants and conditions contained in, this 
Indenture, and further stating, as to each such Officer signing such 
certificate, that to the best of such Officer's knowledge the Company has 
kept, observed, performed and fulfilled each and every covenant, and 
complied with the covenants and conditions contained in this Indenture and 
is not in default in the performance or observance of any of the terms, 
provisions and conditions hereof (or, if a Default or Event of Default 
shall have occurred, describing all such Defaults or Events of Default of 
which such Officer may have knowledge) and that to the best of such 
Officer's knowledge no event has occurred and remains in existence by 
reason of which payments on account of the principal of, or premium, if 
any, interest or Liquidated Damages, if any, on, the Securities are 
prohibited.
One of the Officers signing such Officers' Certificate shall be either the 
Company's principal executive officer, principal financial officer or 
principal accounting officer.The Company will, so long as any of the 
Securities are outstanding, deliver to the Trustee, forthwith upon, but in 
any event within five Business Days after, becoming aware of:
(a) any Default, Event of Default or default in the performance of any 
covenant, agreement or condition contained in this Indenture; or
(b) any default under any other mortgage, indenture or instrument of the 
nature described in Section 8.01(e), an Officers' Certificate specifying 
such Default, Event of Default or default and what action the Company is 
taking or proposing to take with respect thereto. Immediately upon the 
occurrence of any event giving rise to an obligation of the Company to pay 
Liquidated Damages with respect to the Securities in accordance with 
paragraph 11 of the form thereof and the Registration Agreement or the 
termination of any such obligation, the Company shall give the Trustee 
notice of such commencement or termination, of 
the obligation to pay Liquidated Damages with regard to the Securities and 
the amount thereof and of the event giving rise to such commencement or 
termination (such notice to be contained in an Officers' Certificate), and 
prior to receipt of such Officers' Certificate the Trustee shall be 
entitled to assume that no such commencement or termination has occurred, 
as the case may be.
Section 4.04.  Stay, Extension and Usury Law.  The Company covenants (to 
the extent that it may lawfully do so) that it will not at any time insist 
upon, plead, or in any manner whatsoever claim or take the benefit or 
advantage of, any stay, extension or usury law wherever enacted, now or at 
any time hereafter in force, which may affect the covenants or the 
performance of this Indenture; and the Company (to the extent it may 
lawfully do so) hereby expressly waives all benefit or advantage of any 
such law, and covenants that it will not, by 
resort to any such law, hinder, delay or impede the execution of any power 
herein granted to the Trustee, but will suffer and permit the execution of 
every such power as though no such law has been enacted.
Section 4.05.  Corporate Existence.  Except as provided in Article VII 
hereof, the Company will do or cause to be done all things necessary to 
preserve and keep in full force and effect its corporate existence and the 
corporate, partnership or other existence of each Subsidiary of the Company 
in accordance with the respective organizational documents of the Company 
and each Subsidiary and the rights (charter and statutory), licenses and 
franchises of the Company 
and its Subsidiaries; provided, however, that the Company shall not be 
required to preserve any 
such right, license or franchise, or the corporate, partnership or other 
existence of any Subsidiary, if the Board of Directors shall determine that 
the preservation thereof is no longer desirable in the conduct of the 
business of the Company and its Subsidiaries taken as a whole and that the 
loss thereof is not adverse in any material respect to the Noteholders.
Section 4.06.  Taxes.  The Company shall pay, and shall cause each of its 
Subsidiaries to pay, prior to delinquency, all taxes, assessments and 
governmental levies, except such as are contested in good faith and by 
appropriate proceedings and for which adequate reserves in accordance with 
GAAP or other appropriate provisions have been made.  
Section 4.07.  Designated Event.  Upon the occurrence of a Designated 
Event, each holder of Securities shall have the right, in accordance with 
this Section 4.07 and Section 3.08 hereof, to require the Company to 
repurchase all or any part (equal to $1,000 or an integral multiple 
thereof) of such holder's Securities pursuant to the terms of an offer made 
as provided in Section 3.08 (the "Designated Event Offer") at a purchase 
price equal to 100% of the principal amount thereof, plus accrued and 
unpaid interest and Liquidated Damages, if any, thereon to the Designated 
Event Payment Date (the "Designated Event Payment").
Section 4.08.  Investment Company Act.  As long as any Securities are 
outstanding, the Company will conduct its business and operations so as not 
to become an "investment company" within the meaning of the Investment 
Company Act of 1940, as amended (the "Investment Company Act"), and will 
take all steps required in order for it to continue not to be an 
"investment company" and not to be required to be registered under the 
Investment Company Act, including, if necessary, redeployment of the assets 
of the Company.

ARTICLE V

CONVERSION

Section 5.01.  Conversion Privilege. A holder of any Security may convert 
the principal amount thereof (or any portion thereof that is an integral 
multiple of $1,000) into fully paid and nonassessable shares of Common 
Stock of the Company at any time after 90 days following the Issuance Date 
and prior to the close of business on the Business Day immediately 
preceding the final maturity date of the Security at the Conversion Price 
then in effect, except that, with respect 
to any Security called for redemption, such conversion right shall 
terminate at the close of business on the Business Day immediately 
preceding the redemption date (unless the Company shall default in making 
the redemption payment when it becomes due, in which case the conversion 
right shall terminate at the close of business on the date on which such 
default is cured).  The number of shares of Common Stock issuable upon 
conversion of a Security is determined by dividing the principal amount of 
the Security converted by the Conversion Price 
in effect on the Conversion Date. "Conversion Price" means $149.625, as the 
same may be adjusted from time to time as provided in this Article V; 
provided that, for purposes of clarity, it is hereby understood and agreed 
that, upon the occurrence of the Stock Split (which it is currently 
contemplated will occur 
on the date of this Indenture), the Conversion Price will, pursuant to 
Section 5.06(a) hereof, automatically be adjusted to $74.8125 per share. 
Provisions of this Indenture that apply to conversion of all of a Security 
also apply to 
conversion of a portion of it.  A holder of Securities is not entitled to 
any rights of a holder of Common Stock until such holder of Securities has 
converted such Securities into Common Stock, and only to the extent that 
such Securities are deemed to have been converted into Common Stock under 
this Article V.
Section 5.02.  Conversion Procedure.  To convert a Security, a holder must 
satisfy the requirements in paragraph 10 of the Securities.  The date on 
which the holder satisfies all of those requirements is the conversion date 
(the "Conversion Date").  As promptly as practicable on or after the 
Conversion Date, the Company shall issue and deliver to the Trustee a 
certificate or certificates for the number of whole shares of Common Stock 
issuable upon the conversion 
and a check or other payment for any fractional share in an amount 
determined pursuant to Section 5.03.  Such certificate or certificates will 
be sent by the Trustee to the Conversion Agent for delivery to the holder.  
The Person in whose name the certificate is registered shall become the 
stockholder of record on the Conversion Date and, as of such date, such 
Person's rights as a Noteholder with respect to the converted Security 
shall cease; provided, however, that, except as otherwise provided in this 
Section 5.02, no surrender of a Security on any date when the stock 
transfer books of the Company shall be closed shall be effective to 
constitute the Person entitled to receive the shares of Common Stock upon 
such conversion as the stockholder of record of such shares of Common Stock 
on such date, but such surrender shall be effective to constitute the 
Person entitled to receive such shares of Common Stock as the stockholder 
of record thereof for all purposes at the close of business on the next 
succeeding day on which such stock transfer books are open; provided, 
further, however, that such conversion shall be at the Conversion Price in 
effect on the date that such Security shall have been surrendered for 
conversion, as if the stock 
transfer books of the Company had not been closed. No payment or adjustment 
will be made for accrued and unpaid interest or Liquidated Damages on a 
converted Security or for dividends or distributions on, or Liquidated 
Damages, if 
any, attributable to, shares of Common Stock issued upon conversion of a 
Security, except that, if any holder surrenders a Security for conversion 
after the close of business on any record date for the payment of an 
installment of interest and prior to the opening of business on the next 
succeeding interest payment date, then, notwithstanding such conversion, 
accrued and unpaid 
interest and Liquidated Damages, if applicable, payable on such Security on 
such interest payment date shall be paid on such interest payment date to 
the person who was the holder of such Security (or one or more predecessor 
Securities) at the close of business on such record date.  In the case of 
any Security surrendered for conversion after the close of business on a 
record date for the payment of an installment of interest and prior to the 
opening of business on 
the next succeeding interest payment date, then, unless such Security has 
been called for redemption on a redemption date or is to be repurchased on 
a Designated Event Payment Date after such record date and prior to such 
interest payment date, such Security, when surrendered for conversion, must 
be accompanied by payment in an amount equal to the interest and Liquidated 
Damages, if applicable, payable on such interest payment date on the 
principal 
amount of such Security so converted.  Holders of Common Stock issued upon 
conversion will not be entitled to receive any dividends payable to holders 
of Common Stock as of any record time before the close of business on the 
Conversion Date. If a holder converts more than one Security at the same 
time, the number of whole shares of Common Stock issuable upon the 
conversion shall be based on the total principal amount of Securities 
converted. Upon surrender of a Security that is converted in part, the 
Trustee shall authenticate for the holder a new Security equal in principal 
amount to the unconverted portion of the Security surrendered. Section 
5.03.  Fractional Shares.  The Company will not issue fractional shares of 
Common Stock upon conversion of a Security.  In lieu thereof, the Company 
will pay an amount in cash based upon the Daily Market Price of the Common 
Stock on the Trading Day prior to the Conversion Date. Section 5.04.  Taxes 
on Conversion.  The issuance of certificates for shares of Common Stock 
upon the conversion of any Security shall be made without charge to the 
converting Noteholder for such certificates or for any tax in respect of 
the issuance of such certificates, and such certificates shall be issued in 
the respective names of, or in such names as may be directed by, the holder 
or holders of the converted Security; provided, however, that in the event 
that 
certificates for shares of Common Stock are to be issued in a name other 
than the name of the holder of the Security converted, such Security, when 
surrendered for conversion, shall be accompanied by an instrument of 
assignment or transfer, in form satisfactory to the Company, duly executed 
by the registered holder thereof or his duly authorized attorney; and 
provided, 
further, however, that the Company shall not be required to pay anyy tax 
which may be payable in respect of any transfer involved in the issuance 
and delivery of any such certificates in a name other than that of the 
holder of the converted Security, and the Company shall not be required to 
issue or deliver such certificates unless or until the person or persons 
requesting the issuance 
thereof shall have paid to the Company the amount of such tax or shall have 
established to the satisfaction of the Company that such tax has been paid 
or is not applicable. Section 5.05.  Company to Provide Stock.  The Company 
shall at all times reserve and keep available, free from preemptive rights, 
out of its authorized but unissued Common Stock, solely for the purpose of 
issuance upon conversion of Securities as herein provided, a sufficient 
number of shares of Common Stock to permit the conversion of all 
outstanding Securities for 
shares of Common Stock. All shares of Common Stock which may be issued upon 
conversion of the Securities shall be duly authorized, validly issued, 
fully paid and nonassessable when so issued.  The Company shall take such 
action from time to time as shall be necessary so that par value of the 
Common Stock shall at all times be equal to or less than the Conversion 
Price then in effect.
The Company shall from time to time take all action necessary so that the 
Common Stock which may be issued upon conversion of Securities, immediately 
upon their issuance (or, if such Common Stock is subject to restrictions on 
transfer under the Securities Act, upon their resale pursuant to an 
effective Shelf Registration Statement or in a transaction pursuant to 
which the certificate evidencing such Common Stock shall no longer bear the 
Restricted Common Stock 
Legend), will be listed on the principal securities exchanges, interdealer 
quotation systems (including the NNM) and markets, if any, on which other 
shares of Common Stock of the Company are then listed or quoted.  
Section 5.06.  Adjustment of Conversion Price.  The Conversion Price shall 
be subject to adjustment from time to time as follows:  
(a) In case the Company shall (1) pay a dividend in shares of Common Stock 
to 
holders of Common Stock, (2) make a distribution in shares of Common Stock 
to holders of Common Stock, (3) subdivide its outstanding shares of Common 
Stock into a greater number of shares of Common Stock or (4) combine its 
outstanding shares of Common Stock into a smaller number of shares of 
Common Stock, the Conversion Price in effect immediately prior to such 
action shall be adjusted so that the holder of any Security thereafter 
surrendered for conversion 
shall be entitled to receive the number of shares of Common Stock which he 
would have owned immediately following such action had such Securities been 
converted immediately prior thereto.  Any adjustment made pursuant to this 
subsection (a) shall become effective immediately after the record date in 
the case of a dividend or distribution and shall become effective 
immediately after the effective date in the case of a subdivision or 
combination.(b) In case the Company shall issue rights or warrants to all 
holders of Common Stock entitling them to subscribe for or purchase shares 
of Common Stock (or securities convertible into Common Stock) at a price 
per share (or having a conversion price per share) less than the Current 
Market Price per share (as determined pursuant to subsection (f) below) of 
the Common Stock on the record date for determining the holders of the 
Common Stock entitled to receive such rights or warrants, the Conversion 
Price shall be adjusted so that the same shall 
equal the price determined by multiplying the Conversion Price in effect 
immediately prior to such record date by a fraction of which the numerator 
shall be thhe number of shares of Common Stock outstanding as of the close 
of business on such record date plus the number of shares of Common Stock 
which the aggregate offering price of the total number of shares of Common 
Stock so offered for subscription or purchase (or the aggregate conversion 
price of the 
convertible securities so offered) would purchase at such Current Market 
Price, and of which the denominator shall be the number of shares of Common 
Stock outstanding on such record date plus the number of additional shares 
of Common Stock so offered for subscription or purchase (or into which the 
convertible securities so offered are convertible).  Such adjustments shall 
become effective immediately after such record date.  For the purposes of 
this subsection (b), the number of shares of Common Stock at any time 
outstanding shall not include shares held in the treasury of the Company 
but shall include shares issuable in respect of scrip certificates issued 
in lieu of fractions of shares of such Common Stock.  The Company shall not 
issue any rights, options or warrants in respect of shares of Common Stock 
held in the treasury of the Company.  
(c) In case the Company shall distribute to all holders of Common Stock 
shares of Capital Stock of the Company (other than Common Stock), evidences 
of indebtedness, cash, rights or warrants entitling the holders thereof to 
subscribe for or purchase securities (other than rights or warrants 
described in subsection (b) above) or other assets (including securities of 
Persons other than the Company but excluding (i) dividends or distributions 
paid exclusively in cash , (ii) dividends and distributions described in 
subsection (b) above and (iii) distributions in connection with the 
consolidation, merger or transfer of assets covered by Section 5.13), then 
in each such case the Conversion Price shall be adjusted so that the same 
shall equal the price determined by multiplying the Conversion Price in 
effect immediately prior to the date of such 
distribution by a fraction of which the numerator shall be the Current 
Market Price (determined as provided in subsection (f) below) of the Common 
Stock on the record date mentioned below less the fair market value on such 
record date (as determined by the Board of Directors, whose determination 
shall be conclusive evidence of such fair market value and described in a 
Board 
Resolution delivered to the Trustee) of the portion of the evidences of 
indebtedness, shares of Capital Stock, cash, rights, warrants or other 
assets so distributed applicable to one share of Common Stock (determined 
on the basis of the number of shares of the Common Stock outstanding on the 
record date), and of which the denominator shall be such Current Market 
Price of the Common Stock.  Such adjustment shall become effective 
immediately after the record date for the determination of the holders of 
Common Stock entitled to receive such distribution.  Notwithstanding the 
foregoing, in case the Company shall distribute rights or warrants to 
subscribe for additional shares of the Company's Capital Stock (other than 
rights or warrants referred to in subsection (b) above) ("Rights") to all 
holders of Common Stock, the Company may, in lieu of making any adjustment 
pursuant to the foregoing provisions of this Section 5.06(c), make proper 
provision so that each holder of a Security who converts such Security (or 
any portion thereof) after the record date for such distribution and prior 
to the expiration or redemption of the Rights shall be entitled to receive 
upon such conversion, in addition to the shares of Common Stock issuable 
upon such conversion (the "Conversion Shares"), a number of Rights to be 
determined as follows: (i) if such conversion occurs on or 
prior to the date for the distribution to the holders of Rights of separate 
certificates evidencing such Rights (the "Distribution Date"), the same 
number of Rights to which a holder of a number of shares of Common Stock 
equal to the number of Conversion Shares is entitled at the time of such 
conversion in accordance with the terms and provisions of and applicable to 
the Rights; and 
(ii) if such conversion occurs after the Distribution Date, the same number 
of Rights to which a holder of the number of shares of Common Stock into 
which the principal amount of the Security so converted was convertible 
immediately prior to the Distribution Date would have been entitled on the 
Distribution Date in accordance with the terms and provisions of and 
applicable to the Rights.
(d) In case the Company shall, by dividend or otherwise, at any time make a 
distribution to all holders of its Common Stock exclusively in cash 
(including any distributions of cash out of current or retained earnings of 
the Company but excluding any cash that is distributed as part of a 
distribution requiring a Conversion Price adjustment pursuant to 
paragraph (c) of this Section) in an aggregate amount that, together with 
the sum of (x) the aggregate amount of any other distributions made 
exclusively in cash to all holders of Common Stock within the 12 months 
preceding the date fixed for determining the stockholders entitled to such 
distribution (the "Distribution Record Date") and in respect of which no 
Conversion Price 
adjustment pursuant to paragraph (c) or (e) of this Section or this 
paragraph (d) has been made plus (y) the aggregate amount of all Excess 
Payments in respect of any tender offers or other negotiated transactions 
by the Company or any of its Subsidiaries for Common Stock concluded within 
the 12 months preceding the Distribution Record Date and in respect of 
which no 
Conversion Price adjustment pursuant to paragraphs (c) or (e) of this 
Section or this paragraph (d) has been made, exceeds 12(r)% of the product of 
the Current Market Price per share (determined as provided in paragraph (f) 
of this Section) of the Common Stock on the Distribution Record Date 
multiplied by the number of shares of Common Stock outstanding on the 
Distribution Record Date (excluding shares held in the treasury of the 
Company), the Conversion Price shall be reduced so that the same shall 
equal the price determined by multiplying such Conversion Price in effect 
immediately prior to the effectiveness of the 
Conversion Price reduction contemplated by this paragraph (d) by a fraction 
of which the numerator shall be the Current Market Price per share 
(determined as provided in paragraph (f) of this Section) of the Common 
Stock on the Distribution Record Date less the sum of the aggregate amount 
of cash and the aggregate Excess Payments so distributed, paid or payable 
within such 12 month period (including, without limitation, the 
distribution in respect of which 
such adjustment is being made) applicable to one share of Common Stock 
(which shall be determined by dividing the sum of the aggregate amount of 
cash and the aggregate Excess Payments so distributed, paid or payable 
within such 12 months (including, without limitation, the distribution in 
respect of which such adjustment is being made) by the number of shares of 
Common Stock outstanding on the Distribution Record Date and the 
denominator shall be such Current Market Price per share (determined as 
provided in paragraph (f) of this Section) of the 
Common Stock on the Distribution Record Date, such reduction to become 
effective 
immediately prior to the opening of business on the day following the 
Distribution Record Date.
(e) In case a tender offer or other negotiated transaction made by the 
Company or any Subsidiary of the Company for all or any portion of the 
Common Stock shall be consummated, if an Excess Payment is made in respect 
of such tender offer or other negotiated transaction and the aggregate 
amount of such Excess Payment, together with the sum of (x) the aggregate 
amount of 
any distributions, by dividend or otherwise, to all holders of the Common 
Stock made in cash (including any distributions of cash out of current or 
retained earnings of the Company) within the 12 months preceding the date 
of payment of such current negotiated transaction consideration or 
expiration of such current tender offer, as the case may be (the "Purchase 
Date"), and as to which no adjustment in the Conversion Price pursuant to 
paragraph (c) or paragraph (d) of this Section or this paragraph (e) has 
been made plus (y) the aggregate amount of all Excess Payments in respect 
of any other tender offers or other negotiated transactions by the Company 
or any of its Subsidiaries for Common Stock concluded within the 12 months 
preceding the Purchase Date and in respect of which no adjustment in the 
Conversion Price pursuant to paragraph (c) or (d) of this Section or this 
paragraph (e) has been made, exceeds 12(r)% of the 
product of the Current Market Price per share (determined as provided in 
paragraph (f) of this Section) of the Common Stock on the Purchase Date 
multiplied by the number of shares of Common Stock outstanding on the 
Purchase Date (including any tendered shares but excluding any shares held 
in the treasury of the Company), the Conversion Price shall be reduced so 
that 
the same shall equal the price determined by multiplying such Conversion 
Price in effect immediately prior to the effectiveness of the Conversion 
Price reduction contemplated by this paragraph (e) by a fraction of which 
the numerator shall be the Current Market Price per share (determined as 
provided in paragraph (f) of this Section) of the Common Stock on the 
Purchase Date less the sum of the aggregate amount of cash and the 
aggregate Excess Payments so 
distributed, paid or payable within such 12 month period (including, 
without limitation, the Excess Payment in respect of which such adjustment 
is being made) applicable to one share of Common Stock (which shall be 
determined by dividing the sum of the aggregate amount of cash and the 
aggregate Excess Payments so distributed, paid or payable within such 12 
months (including, without limitation, the Excess Payment in respect of 
which such adjustment is being made) by the number of shares of Common 
Stock outstanding on the Purchase Date and the denominator shall be such 
Current Market Price per share (determined as provided in paragraph (f) of 
this Section) of the Common Stock on the Purchase Date, such reduction to 
become 
effective immediately prior to the opening of business on the day following 
the Purchase Date.(f) The "Current Market Price" per share of Common Stock 
on any date shall be deemed to be the average of the Daily Market Prices 
for the shorter of (i) 30 consecutive Business Days ending on the last full 
Trading Day on the exchange or market referred to in determining such Daily 
Market Prices prior to the time of determination or (ii) the period 
commencing on the date next succeeding the first public announcement of the 
issuance of such rights or such warrants or such other distribution or such 
tender offer or other negotiated transaction through such last full Trading 
Day on the exchange or market referred to in determining such Daily Market 
Prices prior to the time of determination.(g) "Excess Payment" means the 
excess of (A) the aggregate of the cash and fair market value (as 
determined by the Board of Directors, whose determination shall be 
conclusive evidence of such fair market value and described in a Board 
Resolution delivered to the Trustee) of other consideration paid by the 
Company or any of its Subsidiaries with respect to the shares 
acquired in a tender offer or other negotiated transaction over (B) the 
Daily Market Price on the Trading Day immediately following the completion 
of the tender offer or other negotiated transaction multiplied by the 
number of acquired shares.(h) In any case in which this Section 5.06 shall 
require that an adjustment be made immediately following a record date for 
an event, the Company may elect to defer, until such event, issuing to the 
holder of any Security converted after such record date the shares of 
Common Stock and other Capital Stock of the Company issuable upon such 
conversion over and above the shares of Common Stock and other Capital 
Stock of the Company issuable upon such conversion on the basis of the 
Conversion Price prior to adjustment; and, in lieu of the shares the 
issuance of which is so deferred, the Company shall issueor cause its 
transfer agents to issue due bills or other appropriate evidence of the 
right to receive such shares. Section 5.07.  No Adjustment.  No adjustment 
in the Conversion Price shall be required until cumulative adjustments 
amount to 1% or more of the Conversion Price as last adjusted; 
provided, however, that any adjustments which by reason of this Section 
5.07 are not required to be made shall be carried forward and taken into 
account in any subsequent adjustment.  All calculations under this Article 
V shall be made to the nearest cent or to the nearest one-hundredth of a 
share, as the case may be.  No adjustment need be made for rights to 
purchase Common Stock pursuant to a Company plan for reinvestment of 
dividends or interest.  No adjustment need 
be made for a change in the par value or no par value of the Common Stock.
Section 5.08.  Other Adjustments.  
(a) In the event that, as a result of an adjustment made pursuant to 
Section 5.06 above, the holder of any Security thereafter surrendered for 
conversion shall become entitled to receive any shares of Capital Stock of 
the Company other than shares of its Common Stock, thereafter the 
Conversion Price of such other shares so receivable upon conversion of any 
Securities shall be subject to adjustment from time to time in a manner and 
on terms as nearly equivalent as practicable to the provisions with respect 
to Common Stock contained in this 

Article V.

(b) In the event that any shares of Common Stock issuable upon exercise of 
any of the rights, options or warrants referred to in Section 5.06(b) and 
Section 5.06(c) hereof are not delivered prior to the expiration of such 
rights, options, or warrants, the Conversion Price shall be readjusted to 
the Conversion Price which would otherwise have been in effect had the 
adjustment made upon the issuance of such rights, options or warrants been 
made on the basis of delivery of only the number of such rights, options 
and warrants which were actually exercised.
Section 5.09.  Adjustments for Tax Purposes.  The Company may, at its 
option, make 
such reductions in the Conversion Price, in addition to those required by 
Section 5.06 above, as 
the Board of Directors deems advisable to avoid or diminish any income tax 
to holders of Common Stock resulting from any dividend or distribution of 
stock (or rights to acquire stock) or from any event treated as such for 
federal income tax purposes. Section 5.10.  Adjustments by the Company.  
The Company from time to time may, to the extent permitted by law, reduce 
the Conversion Price by any amount for any period of at least 20 days, in 
which case the Company shall give at least 15 days' notice of such 
reduction in accordance with Section 5.11, if the Board of Directors has 
made a determination that such reduction would be in the best interests of 
the Company, which determination shall be conclusive.
Section 5.11.  Notice of Adjustment.  Whenever the Conversion Price is 
adjusted, the Company shall promptly mail to Noteholders at the addresses 
appearing on the Registrar's books a notice of the adjustment and file with 
the Trustee an Officers' Certificate briefly stating the facts requiring 
the adjustment and the manner of computing it. 
Section 5.12.  Notice of Certain Transactions.  In the event that:

(a) the Company takes any action which would require an adjustment in the 

Conversion Price;

(b) the Company takes any action that would require a supplemental 
indenture 
pursuant to Section 5.13; or
(c) there is a dissolution or liquidation of the Company;
the Company shall mail to Noteholders at the addresses appearing on the 
Registrar's books and the Trustee a notice stating the proposed record or 
effective date, as the case may be.  The Company shall mail the notice at 
least 15 days before such date; however, failure to mail such notice or any 
defect therein shall not affect the validity of any transaction referred to 
in clause 
(a), (b), (c), (d) or (e) of this Section 5.12.Section 5.13.  Effect of 
Reclassifications, Consolidations, Mergers, Continuances or Sales on 
Conversion Privilege.  If any of the following shall occur, namely: (i) any 
reclassification or change of outstanding shares of Common Stockk issuable 
upon conversion of Securities (other than a change in par value, or from 
par value to no par value, or from no par value to par value, or as a 
result of a subdivision or combination), (ii) any consolidation or merger 
to which the Company is a party other than a merger in which the Company is 
the continuing corporation and which does not result in any 
reclassification of, or change (other than 
a change in name, or par value, or from par value to no par value, or from 
no par value to par value or as a result of a subdivision or combination) 
in, outstanding shares of Common Stock, 
(iii) any continuance in a new jurisdiction which does not result in any 
reclassification of, or change (other than a change in name, or par value, 
or from par value to no par value, or from no par value to par value) in, 
outstanding shares of Common Stock, or (iv) any sale or conveyance of all 
or substantially all of the property of the Company (determined on a 
consolidated basis), then the Company, or such successor or purchasing 
corporation, as the case may be, shall, as a condition precedent to such 
reclassification, change, consolidation, merger, continuance, sale or 
conveyance, execute and deliver to the Trustee a supplemental indenture in 
form satisfactory to the Trustee providing that the holder of each Security 
then outstanding shall have the right to convert such Security into the 
kind and amount of shares of stock and other securities and property 
(including cash) receivable upon such reclassification, change, 
consolidation, merger, continuance, sale or conveyance by a holder of the 
number of shares of Common Stock deliverable upon conversion of such 
Security immediately prior to such reclassification, change, consolidation, 
merger, continuance, sale or conveyance.  Such supplemental indenture shall 
provide for adjustments of the Conversion Price which shall be as nearly 
equivalent as may be practicable to the adjustments of the Conversion Price 
provided for in this Article V.  The foregoing, however, shall not in any 
way affect the right a holder of a Security may otherwise have, pursuant to 
clause (ii) of the last sentence of subsection (c) of Section 5.06, to 
receive 
Rights upon conversion of a Security.  If, in the case of any such 
consolidation, merger, continuance, sale or conveyance, the stock or other 
securities and property (including cash) receivable thereupon by a holder 
of Common Stock includes shares of stock or other securities and property 
of a corporation or other business entity other than the successor or 
purchasing 
corporation, as the case may be, in such consolidation, merger, 
continuance, sale or conveyance, then such supplemental indenture shall 
also be executed by such other corporation or other business entity and 
shall contain such additional provisions to protect the interests of the 
holders of the Securities as the Board of Directors of the Company shall 
reasonably consider necessary 
by reason of the foregoing.  The provision of this Section 5.13 shall 
similarly apply to successive consolidations, mergers, continuances, sales 
or conveyances.
In the event the Company shall execute a supplemental indenture pursuant to 
this 
Section 5.13, the Company shall promptly file with the Trustee (x) an 
Officers' Certificate briefly stating the reasons therefor, the kind or 
amount of shares of stock or securities or property (including cash) 
receivable by holders of the Securities upon the conversion of their 
Securities after any such reclassification, change, consolidation, merger, 
continuance, sale or conveyance 
and any adjustment to be made with respect thereto (y) and Opinion of 
Counsel stating that all 
conditions precedent relating to such transaction have been complied with, 
and shall promptly mail notice thereof to all holders.Section 5.14.  
Trustee's Disclaimer.  The Trustee has no duty to determine when an 
adjustment under this Article V should be made, how it should be made or 
what such adjustment should be or whether a supplemental indenture is 
required by this Article V, but may accept as conclusive evidence of the 
correctness of any such adjustment, and shall be protected in relying upon 
the Officers' Certificate with respect thereto which the Company is 
obligated to file with the Trustee pursuant to Section 5.11.  The Trustee 
makes no representation as to the validity or 
value of any securities or assets issued upon conversion of Securities, and 
the Trustee shall not be responsible for the Company's failure to comply 
with any provisions of this Article V. The Trustee shall not be under any 
responsibility to determine the correctness of any provisions contained in 
any supplemental indenture executed pursuant to Section 5.13, but may 
accept as conclusive evidence of the correctness thereof, and shall be 
protected in relying upon, 
the Officers' Certificate with respect thereto which the Company is 
obligated to file with the Trustee pursuant to Section 5.13.  Section 5.15.  
Cancellation of Converted Securities.  All Securities delivered for 
conversion shall be delivered to the Trustee to be canceled by or at the 
direction of the Trustee, 
which shall dispose of the same as provided in Section 2.11.  Section 5.16.  
Restriction on Common Stock Issuable Upon Conversion.  (a) Shares of 
Common Stock to be issued upon conversion of Securities prior to the 
effectiveness of a Shelf Registration Statement shall be physically 
delivered in certificated form to the holders converting such Securities 
and the certificate representing such shares of Common Stock shall bear the 
Restricted Common Stock Legend unless removed in accordance with Section 
5.16(c).
(b)	If (i) shares of Common Stock to be issued upon conversion of a 
Security prior to the effectiveness of a Shelf Registration Statement are 
to be registered in a name other than that of the holder of such Security 
or (ii) shares of Common Stock represented by a certificate bearing the 
Restricted Common Stock Legend are transferred subsequently by such holder, 
then, unless the Shelf Registration Statement has become effective and such 
shares are being 
transferred pursuant to the Shelf Registration Statement, the holder must 
deliver to the transfer agent for the Common Stock a certificate in 
substantially the form of Exhibit E as to compliance with the restrictions 
on transfer applicable to such shares of Common Stock and neither the 
transfer agent nor the registrar for the Common Stock shall be required to 
register any transfer of such Common Stock not so accompanied by a properly 
completed certificate. 
(c)	Except in connection with a Shelf Registration Statement, if 
certificates 
representing shares of Common Stock are issued upon the registration of 
transfer, exchange or replacement of any other certificate representing 
shares of Common Stock bearing the Restricted Common Stock Legend, or if a 
request is made to remove such Restricted Common Stock Legend from 
certificates representing shares of Common Stock, the certificates so 
issued shall bear the Restricted Common Stock Legend, or the Restricted 
Common Stock Legend shall not be removed, as the case may be, unless there 
is delivered to the Company such satisfactory evidence, which, in the case 
of a transfer made pursuant to Rule 144 under the Securities Act, may 
include an opinion of counsel licensed to practice law in the State of New 
York, as may be reasonably required by the Company, that neither the legend 
nor the restrictions on transfer set 
forth therein are required to ensure that transfers thereof comply with the 
provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act 
or that such shares of Common Stock are securities that are not 
"restricted" within the meaning of Rule 144 under the Securities Act.  Upon 
provision to the Company of such reasonably satisfactory evidence, the 
Company shall cause the transfer agent for the Common Stock to countersign 
and deliver certificates representing shares of Common Stock that do not 
bear the legend.
ARTICLE VI

SUBORDINATION
Section 6.01.  Agreement to Subordinate.  The Company, for itself and its 
successors, and each Noteholder, by his acceptance of Securities, agree 
that the payment of the principal of and premium, if any, interest, 
Liquidated Damages, if any, and any other amounts due on the Securities is 
subordinated in right of payment, to the extent and in the manner stated in 
this Article VI, to the prior payment in full of all existing and future 
Senior Debt.  Anything herein to 
the contrary notwithstanding, the provisions of this Article VI shall not 
be applicable with respect to any Liquidated Damages payable in respect of 
shares of Common Stock issued on conversion of Securities.
Section 6.02.  No Payment on Securities if Senior Debt in Default.  
Anything in this Indenture to the contrary notwithstanding, no payment on 
account of principal of or premium, if any, interest or Liquidated Damages, 
if any on or other amounts due on the Securities (including the making of a 
deposit pursuant to Section 3.05 or 3.08(f)), and no redemption, purchase, 
or other acquisition of the Securities, shall be made by or on behalf of 
the Company unless (i) full 
payment of all amounts then due for principal of and interest on, and of 
all other amounts then due on, all Senior Debt has been made or duly 
provided for pursuant to the terms of the instruments governing such Senior 
Debt and (ii) at the time for, and immediately after giving effect to, such 
payment, redemption, purchase or other acquisition, there shall not exist 
under any Senior Debt, or any agreement pursuant to which any Senior Debt 
is issued, any default which 
shall not have been cured or waived and which default shall have resulted 
in the full amount of such Senior Debt being declared due and payable.  In 
addition, if the Trustee shall receive written notice from the holders of 
Designated Senior Debt or their Representative (a "Payment Blockage 
Notice") that there has occurred and is continuing under such Designated 
Senior Debt, or any agreement pursuant to which such Designated Senior Debt 
is issued, any default, which 
default shall not have been cured or waived, giving the holders of such 
Designated Senior Debt the right to declare such Designated Senior Debt 
immediately due and payable, then, anything in this Indenture to the 
contrary notwithstanding, no payment on account of the principal of or 
premium, if any, interest or Liquidated Damages, if any, on or any other 
amounts due on the 
Securities (including, without limitation, the making of a deposit pursuant 
to Section 3.05 or 3.08(f)), and no redemption, purchase or other 
acquisition of the Securities, shall be made by or on behalf of the Company 
during the period (the "Payment Blockage Period") commencing on the date of 
receipt of the Payment Blockage Notice and ending (unless earlier 
terminated by notice given to the Trustee by the holders or the 
Representative of the holders of such Designated 
Senior Debt) on the earlier of (a) the date on which such default shall 
have been cured or waived or (b) 180 days from the receipt of the Payment 
Blockage Notice.  Notwithstanding the provisions described in the 
immediately preceding sentence (but subject to the provisions contained in 
Section 6.01 and the first sentence of this Section 6.02), unless the 
holders of such Designated Senior Debt or the Representative of such 
holders shall have accelerated the maturity 
of such Designated Senior Debt, the Company may resume payments on the 
Securities after the end of such Payment Blockage Period. Not more than one 
Payment Blockage Notice may be given in any consecutive 365-day period, 
irrespective of the number of defaults with respect to Senior Debt during 
such period. In the event that, notwithstanding the provisions of this 
Section 6.02, payments are made by or on behalf of the Company in 
contravention of the provisions of this Section 6.02, such payments shall 
be held by the Trustee, any Paying Agent or the holders, as applicable, in 
trust for the benefit of, and shall be paid over to and delivered to, the 
Representative of the holders of 
Senior Debt or the trustee under the indenture or other agreement (if any), 
pursuant to which any instruments evidencing any Senior Debt may have been 
issued for application to the payment of all Senior Debt ratably according 
to the aggregate amounts remaining unpaid to the extent necessary to pay 
all Senior Debt in full in accordance with the terms of such Senior Debt, 
after giving effect to any concurrent payment or distribution to or for the 
holders of Senior Debt.The Company shall give prompt written notice to the 
Trustee and any Paying Agent of any default or event of default under any 
Senior Debt or under any agreement pursuant to which any Senior Debt may 
have been issued.
Section 6.03.  Distribution on Acceleration of Securities; Dissolution and 
Reorganization; Subrogation of Securities. 
(a) If the Securities are declared due and payable because of the 
occurrence of an Event of Default, the Company shall give prompt written 
notice to the holders of all Senior Debt or to the trustee(s) for such 
Senior Debt of such acceleration.  The Company may not pay the 
principal of, or premium, if any, interest or Liquidated Damages, if any, 
on, or any other amounts due on, the Securities until five Business Days 
after such holders or trustee(s) of Senior Debt receive such notice and, 
thereafter, the Company may pay the principal of, and premium, if any, 
interest and Liquidated Damages, if any, on, and any other amounts due on, 
the Securities only if 
the provisions of this Article VI permit such payment.
(b) Upon (i) any acceleration of the principal amount due on the Securities 
because of an Event of Default or (ii) any direct or indirect distribution 
of assets of the Company upon any dissolution, winding up, liquidation or 
reorganization of the Company (whether in bankruptcy, insolvency or 
receivership proceedings or upon an assignment for the benefit of creditors 
or any other dissolution, winding up, liquidation or reorganization of the 
Company):
(1)	the holders of all Senior Debt shall first be entitled to receive 
payment in full of the principal thereof, the interest thereon and any 
other amounts due thereon before the holders are entitled to receive 
payment on account of the principal of , or premium, if any, interest or 
Liquidated Damages, if any, on, or any other amounts due on, the Securities 
(other than payments of Junior Securities);
(2)	any payment or distribution of assets of the Company of any kind or 
character, whether in cash, property or securities (other than Junior 
Securities), to which the holders or the Trustee would be entitled (other 
than in respect of amounts payable to the Trustee pursuant to Section 9.07) 
except for the provisions of this Article, shall be paid by the liquidating 
trustee or agent or other Person making such a payment or distribution, 
directly to the holders of Senior Debt (or their representative(s) or 
trustee(s) acting on their behalf), ratably according to the aggregate 
amounts remaining unpaid on account of the principal of and interest on and 
other amounts due on the Senior Debt held or represented by each, to the 
extent necessary to make payment in full of all Senior Debt remaining 
unpaid, after giving effect to any concurrent payment or distribution to 
the holders of such Senior Debt; and
(3)	in the event that, notwithstanding the foregoing, any payment or 
distribution of assets of the Company of any kind or character, whether in 
cash, property 
or securities (other than Junior Securities), shall be received by the 
Trustee (other than in respect of amounts payable to the Trustee pursuant 
to Section 9.07) or the holders before all Senior Debt is paid in full, 
such payment or distribution shall be held in trust for the benefit of, and 
be paid over to upon request by a holder of Senior Debt, to the holders of 
the Senior Debt remaining unpaid or their representatives or trustee(s) 
acting on their behalf, ratably as aforesaid, for application to the 
payment of such Senior Debt until all 
such Senior Debt shall have been paid in full, after giving effect to any 
concurrent payment or distribution to the holders of such Senior Debt.
Subject to the payment in full of all Senior Debt, the holders shall be 
subrogated to the rights of the holders of Senior Debt to receive payments 
and distributions of cash, property or securities of the Company applicable 
to the Senior Debt until the principal of, and premium, if any, interest 
and Liquidated Damages, if any on, and all other amounts payable in respect 
of the Securities shall be paid in full and, for purposes of such 
subrogation, no such payments or 
distributions to the holders of Senior Debt of cash, property or securities 
which otherwise would have been payable or distributable to holders shall, 
as between the Company, its creditors other than the holders of Senior 
Debt, and the holders, be deemed to be a payment by the Company to or on 
account of the Senior Debt, it being understood that the provisions of this 
Article are and 
are intended solely for the purpose of defining the relative rights of the 
holders, on the one hand, and the holders of Senior Debt, on the other 
hand.
Nothing contained in this Article or elsewhere in this Indenture or in the 
Securities is intended to or shall (i) impair, as between the Company and 
its creditors other than the holders of Senior Debt, the obligation of the 
Company, which is absolute and unconditional, to pay to the holders the 
principal of, premium, if any, on, and interest and Liquidated Damages, if 
any, on, the Securities as and when the same shall become due and payable 
in accordance with the terms of the Securities, (ii) affect the relative 
rights of the holders and creditors of the Company other than holders of 
Senior Debt or, as between the Company and the Trustee, the obligations of 
the Company to the Trustee, or (iii) prevent the Trustee or the holders 
from exercising all remedies otherwise permitted by applicable law upon 
default under this Indenture, subject to the rights, if any, under this 
Article of the holders of Senior Debt in respect of cash, property and 
securities of the Company received upon the exercise of any such remedy. 
Upon distribution of assets of the Company referred to in this Article, the 
Trustee, subject to the provisions of Section 9.01 hereof, and the holders 
shall be entitled to rely upon a certificate of the liquidating trustee or 
agent or other Person making any distribution to the Trustee or to the 
holders for the purpose of ascertaining the Persons entitled to participate 
in such distribution, the holders of the Senior Debt and other indebtedness 
of the Company, the amount thereof or payable thereon, the amount or 
amounts paid or distributed thereon and all other facts pertinent thereto 
or to this Article.  The Trustee, however, shall not be deemed to owe any 
fiduciary duty to the holders of Senior Debt.  Nothing contained in this 
Article or elsewhere in 
this Indenture, or in any of the Securities, shall prevent the good faith 
application by the Trustee of any moneys which were deposited with it 
hereunder, prior to its receipt of written notice of facts which would 
prohibit such application, for the purpose of the payment of or on account 
of the principal of, premium, if any, on, interest or Liquidated Damages, 
if any, on, the Securities unless, prior to the date on which such 
application is made by the TTrustee, the Trustee shall becharged with 
actual notice under Section 6.03(d) hereof of the facts which would 
prohibit the making of such application.
(c) The provisions of this Article shall not be applicable to any cash, 
properties or securities received by the Trustee or by any holder when 
received as a holder of Senior Debt and nothing in Section 9.11 hereof or 
elsewhere in this Indenture shall deprive the Trustee or such holder of any 
of its rights as such holder.
(d) The Company shall give prompt written notice to the Trustee of any fact 
known to the Company which would prohibit the making of any payment of 
money to or by the Trustee in respect of the Securities pursuant to the 
provisions of this Article.  The Trustee, subject to the provisions of 
Section 9.01 hereof, shall be entitled to assume that no such fact exists 
unless the Company or any holder of Senior Debt or any trustee therefor has 
given actual notice thereof to 
the Trustee.  Notwithstanding the provisions of this Article or any other 
provisions of this Indenture, the Trustee shall not be charged with 
knowledge of the existence of any fact which would prohibit the making of 
any payment of moneys to or by the Trustee in respect of the Securities 
pursuant to the provisions in this Article, unless, and until three 
Business Days after, 
the Trustee shall have received written notice thereof from the Company or 
any holder or holders of Senior Debt or from any trustee or Representative 
therefor; and, prior to the receipt of any such written notice, the 
Trustee, subject to the provisions of Section 9.01 hereof, shall be 
entitled in all respects conclusively to assume that no such facts exist; 
provided that if on a date not less than three Business Days immediately 
preceding the date upon which, by the terms hereof, any such moneys may 
become payable for any purpose (including, without limitation, to pay the 
principal of, premium, if any, on, interest or Liquidated Damages, if any, 
on, any Security), the Trustee shall not have received with respect to such 
moneys the notice provided for in this Section 6.03(d), then anything 
herein contained to the contrary notwithstanding, the Trustee shall have 
full power and authority to receive such moneys and to apply the same to 
the purpose for which they were received, and shall not be affected by any 
notice to the contrary which may be received by it on or after such prior 
date. The Trustee shall be entitled to rely conclusively on the delivery to 
it of a written notice by a Person representing himself to be a holder of 
Senior Debt (or a trustee or Representative on behalf of such holder) to 
establish that such notice has been given by a holder of Senior Debt (or a 
trustee or Representative on behalf of any such holder or holders).  In the 
event that the Trustee determines in good faith that further evidence is 
required with respect to the right of any Person as a holder of Senior Debt 
to participate in any payment or distribution pursuant to this Article, the 
Trustee may request such Person to furnish evidence to the reasonable 
satisfaction of the Trustee as to the amount of Senior Debt held by such 
Person, the extent to which such person is entitled to participate in such 
payment or distribution and any other facts pertinent to the rights of such 
Person under this Article, and, if such evidence is not furnished, the 
Trustee may defer any payment to such Person pending judicial determination 
as to the right of such Person to receive such payment; nor shall the 
Trustee be charged with knowledge or the curing or waiving of any 
default of the character specified in Section 6.02 hereof or that any event 
or any condition preventing any payment in respect of the Securities shall 
have ceased to exist, unless and until the Trustee shall have received 
written notice to such effect.
(e) The provisions of this Section 6.03 applicable to the Trustee shall 
(unless the context requires otherwise) also apply to any Paying Agent for 
the Company.
Section 6.04.  Reliance by Senior Debt on Subordination Provisions.  Each 
holder of any Security by his acceptance thereof acknowledges and agrees 
that the foregoing subordination provisions are, and are intended to be, an 
inducement and a consideration for each holder of any Senior Debt, whether 
such Senior Debt was created or acquired before or after the issuance of 
the Securities, to acquire and continue to hold, or to continue to hold, 
such Senior Debt, and such 
holder of Senior Debt shall be deemed conclusively to have relied on such 
subordination provisions in acquiring and continuing to hold, or in 
continuing to hold, such Senior Debt. Notice of any default in the payment 
of any Senior Debt, except as expressly stated in this Article, and notice 
of acceptance of the provisions hereof are, to the extent permitted by law, 
hereby expressly waived.  Except as otherwise expressly provided herein, no 
waiver, forbearance 
or release by any holder of Senior Debt under such Senior Debt or under 
this Article shall constitute a release of any of the obligations or 
liabilities of the Trustee or holders of the Securities provided in this 
Article.
Section 6.05.  No Waiver of Subordination Provisions.  Except as otherwise 
expressly provided herein, no right of any present or future holder of any 
Senior Debt to enforce subordination as herein provided shall at any time 
in any way be prejudiced or impaired by any act or failure to act on the 
part of the Company or by any act or failure to act, in good faith, by any 
such holder, or by any noncompliance by the Company with the terms, 
provisions and covenants of this Indenture, regardless of any knowledge 
thereof any such holder may have or be otherwise charged with. Without in 
any way limiting the generality of the foregoing paragraph, the holders of 
Senior Debt may, at any time and from time to time, without the consent of, 
or notice to, the Trustee or the holders of the Securities, without 
incurring responsibility to the holders of the Securities and without 
impairing or releasing the subordination provided in this Article VI or the 
obligations hereunder of the holders of the Securities to the holders of 
Senior Debt, do any one or more of the following:  (i) change the manner, 
place or terms of payment of, or renew or alter, Senior Debt, or otherwise 
amend or supplement in any manner Senior Debt or any instrument evidencing 
the same or any agreement under which Senior Debt is outstanding; (ii) 
sell, exchange, release or otherwise dispose of any property pledged, 
mortgaged or otherwise securing Senior Debt; (iii) release any person 
liable in any manner for the collection of Senior Debt; and (iv) exercise 
or refrain from exercising any rights against the Company or any other 
Person. Section 6.06.  Trustee's Relation to Senior Debt.  The Trustee in 
its individual capacity shall be entitled to all the rights set forth in 
this Article in respect of any Senior Debt at any time held by it, to the 
same extent as any holder of Senior Debt, and nothing in Section 9.11 
hereof or elsewhere in this Indenture shall deprive the Trustee of any of 
its rights as such holder. With respect to the holders of Senior Debt, the 
Trustee undertakes to perform or to observe only such of its covenants and 
obligations, as are specifically set forth in this Article, 
and no implied covenants or obligations with respect to the holders of 
Senior Debt shall be read into this Indenture against the Trustee.  The 
Trustee shall not owe any fiduciary duty to the holders of Senior Debt but 
shall have only such obligations to such holders as are expressly set forth 
in this Article.
Each holder of a Security by his acceptance thereof authorizes and directs 
the Trustee on his behalf to take such action as may be necessary or 
appropriate to effectuate the subordination provided in this Article and 
appoints the Trustee his attorney-in-fact for any and all such purposes, 
including, in the event of any dissolution, winding up or liquidation or 
reorganization under any
applicable bankruptcy law of the Company (whether in bankruptcy, insolvency 
or 

receivership proceedings or otherwise), the timely filing of a claim for 
the unpaid balance of such holder's Securities in the form required in such 
proceedings and the causing of such claim to be approved.  If the Trustee 
does not file a claim or proof of debt in the form required in such 
proceedings prior to 30 days before the expiration of the time to file such 
claims or proofs, then any holder or holders of Senior Debt or their 
Representative or Representatives shall have the right to demand, sue for, 
collect, receive and receipt for the payments and distributions in respect 
of the Securities which are required to be paid or delivered to the holders 
of Senior Debt as provided in this Article and to file and prove all claims 
therefor and to take all such other action in the name of the holders or 
otherwise, as such holders of Senior Debt or Representative thereof may 
determine to be necessary or appropriate for the enforcement of the 
provisions of this Article.
Section 6.07.  Other Provisions Subject Hereto.  Except as expressly stated 
in this Article, notwithstanding anything contained in this Indenture to 
the contrary, all the provisions of this Indenture and the Securities are 
subject to the provisions of this Article VI.  However, nothing in this 
Article shall apply to or adversely affect the claims of, or payment to, 
the Trustee pursuant to 
Section 9.07 or the right of any holder of Common Stock issued upon 
conversion of Securities to receive Liquidated Damages, if any, in respect 
of such shares of Common Stock.  Notwithstanding the foregoing, the failure 
to make a payment on account of principal of, premium, if any, on, or 
interest or Liquidated Damages, if any, on, the Securities by reason of any 
provision of this Article VI shall not be construed as preventing the 
occurrence of an Event 
of Default under Section 8.01.
ARTICLE VII

SUCCESSORS
Section 7.01.  Merger, Consolidation or Sale of Assets.  The Company will 
not 
consolidate or merge with or into any person (whether or not the Company is 
the surviving corporation), continue in a new jurisdiction or sell, assign, 
transfer, lease, convey or otherwise dispose of all or substantially all of 
its properties or assets unless:(a) the Company is the surviving 
corporation (in the case of a merger) or the Person formed by or surviving 
any such consolidation or merger (if other than the Company) or the Person 
which acquires by sale, assignment, transfer, lease, conveyance or other 
disposition the properties and assets of the Company is a corporation 
organized and existing under the laws of the United States, any state 
thereof or the District of Columbia; provided that in the event of the 
continuation of the Company in the new jurisdiction, the Company must 
remain a corporation organized and existing under the laws of the United 
States, any state thereof or the District of Columbia:(b) the corporation 
formed by or surviving any such consolidation or merger (if other than the 
Company) or the corporation to which such sale, assignment, transfer, 
lease, conveyance or other disposition will have been made assumes all the 
obligations of the Company, pursuant to a supplemental indenture in a form 
reasonably satisfactory to the Trustee, under the Securities, the 
Registration Agreement and the Indenture;(c) such sale, assignment, 
transfer, lease, conveyance or other disposition of all or substantially 
all of the Company's properties or assets shall be as an entirety or 
virtually as an entirety to one corporation and such corporation shall have 
assumed all the obligations of the Company, pursuant to a supplemental 
indenture in form reasonably satisfactory to the Trustee, under the 
Securities, the Registration Agreement and the 
Indenture;(d) immediately after such transaction no Default or Event of 
Default exists; and(e) the Company or such corporation shall have delivered 
to the Trustee an Officers' Certificate and an Opinion of Counsel, each 
stating that such transaction and the supplemental indenture, if required, 
comply with the Indenture and that all conditions precedent in the 
Indenture relating to such transaction have been satisfied. Section 7.02.  
Successor Corporation Substituted.  Upon any consolidation or merger or any 
sale, assignment, transfer, lease, conveyance or other disposition of all 
or substantially all of 
the assets of the Company in accordance with Section 7.01 hereof, the 
successor corporation (if other than the Company) formed by such 
consolidation or into or with which the Company is merged or the 
corporation to which such sale, assignment, transfer, lease, conveyance or 
other disposition is made shall succeed to, and be substituted for and may 
exercise every right and power of, the Company under this Indenture with 
the same effect as if such successor Person has been named as the Company 
herein; provided, however, that the predecessor Company in the case of a 
sale, assignment, transfer, lease, conveyance or other disposition shall 
not be released from the obligation to pay the principal of, premium, if 
any, on and interest and Liquidated Damages, if any, on the Securities.
ARTICLE VIII

DEFAULTS AND REMEDIES
Section 8.01.  Events of Default.  An "Event of Default" occurs if:
(a) the Company defaults in the payment of any interest or Liquidated 
Damages on any Security when the same becomes due and payable and the 
default 
continues for a period of 30 days; or
(b) the Company defaults in the payment of any principal of or premium, if 
any, on any Security when the same becomes due and payable, whether at 
maturity, upon 
redemption or otherwise (including, without limitation, failure by the 
Company to 
purchase Securities tendered for purchase pursuant to a Designated Event 
Offer as and 
when required pursuant to Section 3.08 or Section 4.07 hereof); or
(c) the Company fails to observe or perform any covenant or agreement 
contained in Section 3.08 or Section 4.07 hereof; or
(d) the Company fails to observe or perform any other covenant or agreement 
contained in this Indenture or the Securities required by it to be 
performed and the failure 
continues for a period of 60 days after the receipt of written notice by 
the Company from 
the Trustee or by the Company and the Trustee from the holders of at least 
25% in 
aggregate principal amount of the then outstanding Securities stating that 
such notice is a 
"Notice of Default"; or
(e) a default under any mortgage, indenture or instrument under which there 
may be issued or by which there may be secured or evidenced any 
Indebtedness for 
money borrowed by the Company or any Material Subsidiary of the Company (or 
the 
payment of which is Guaranteed by the Company or any of its Material 
Subsidiaries), 
whether such Indebtedness or Guarantee exists on the date of this Indenture 
or is created 
thereafter, which default (i) is caused by a failure to pay when due any 
principal of or 
interest on such Indebtedness within the grace period provided for in such 
Indebtedness 
(which failure continues beyond any applicable grace period) (a "Payment 
Default") or 
(ii) results in the acceleration of such Indebtedness prior to its express 
maturity (without 
such acceleration being rescinded or annulled) and, in each case, the 
principal amount of 
such Indebtedness, together with the principal amount of any other such 
Indebtedness 
under which there is a Payment Default or the maturity of which has been so 
accelerated, 
aggregates $15,000,000 or more and which Payment Default is not cured or 
which 
acceleration is not annulled within 30 days after written receipt by the 
Company from the 
Trustee or by the Company and the Trustee from any holder of Securities 
stating that 
such notice is a "Notice of Default"; or
(f) a final, non-appealable judgment or final non-appealable judgments 
(other 
than any judgment as to which a reputable insurance company has accepted 
full liability) 
for the payment of money are entered by a court or courts of competent 
jurisdiction 
against the Company or any Material Subsidiaries of the Company and remain 
unstayed, 
unbonded or undischarged for a period (during which execution shall not be 
effectively 
stayed) of 60 days, provided that the aggregate of all such judgments 
exceeds 
$15,000,000; or
(g) the Company or any Material Subsidiary pursuant to or within the 
meaning of any Bankruptcy Law:
(A)	commences a voluntary case or proceeding; or
(B)	consents to the entry of an order for relief against the Company or 
any Material Subsidiary in an involuntary case or proceeding; or
(C)	consents to the appointment of a Custodian of the Company or any 
Material Subsidiary or for all or any substantial part of its property; or
(D)	makes a general assignment for the benefit of its creditors; or
(E)	take corporate or similar action in respect of any of the foregoing; 
or
(h) a court of competent jurisdiction enters an order or decree under any 
Bankruptcy Law that:
(A)	is for relief against the Company or any Material Subsidiary in an 
involuntary case or proceeding; or
(B)	appoints a Custodian of the Company or any Material Subsidiary 
or for all or any substantial part of the property of the Company or any 
Material 
Subsidiary; or
(C)	orders the liquidation of the Company or any Material Subsidiary;
and in each case referred to in this paragraph (h) the order or decree 
remains unstayed 
and in effect for 60 days.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal, 
state or 
foreign bankruptcy, insolvency or similar law.  The term "Custodian" means 
any custodian, 
receiver, trustee, assignee, sequestor, liquidator or similar official 
under any Bankruptcy Law.
Section 8.02.  Acceleration.  If an Event of Default (other than an Event 
of Default 
specified in clauses (g) and (h) of Section 8.01 hereof) occurs and is 
continuing, the Trustee by 
notice to the Company, or the Noteholders of at least 25% in principal 
amount of the then 
outstanding Securities by notice to the Company and the Trustee, may 
declare all the Securities 
to be due and payable.  Upon such declaration, the principal of, premium, 
if any, on and accrued 
and unpaid interest and Liquidated Damages, if applicable, on the 
Securities shall be due and 
payable immediately.  If an Event of Default specified in clause (g) or (h) 
of Section 8.01 hereof 
occurs, the principal of, premium, if any, on and accrued and unpaid 
interest and Liquidated 
Damages, if any, on the Securities shall ipso facto become and be 
immediately due and payable 
without any declaration or other act on the part of the Trustee or any 
Noteholder.  The 
Noteholders of a majority in aggregate principal amount of the then 
outstanding Securities by 
notice to the Trustee may rescind an acceleration and its consequences if 
the rescission would 
not conflict with any judgment or decree, if all amounts payable to the 
Trustee pursuant to 
Section 9.07 hereof have been paid and if all existing Events of Default 
have been cured or 
waived as provided for herein except nonpayment of principal, premium, if 
any, interest or 
Liquidated Damages, if any, that has become due solely because of the 
acceleration.
Section 8.03.  Other Remedies.  If an Event of Default occurs and is 
continuing, the 
Trustee may pursue any available remedy to collect the payment of principal 
of, premium, if any, 
on or interest and Liquidated Damages, if any, on, the Securities or to 
enforce the performance of 
any provision of the Securities or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of 
the Securities 
or does not produce any of them in the proceeding.  A delay or omission by 
the Trustee or any 
Noteholder in exercising any right or remedy accruing upon an Event of 
Default shall not impair 
the right or remedy or constitute  a waiver of or acquiescence in the Event 
of Default.  All 
remedies are cumulative to the extent permitted by law.
Section 8.04.  Waiver of Past Defaults.  Subject to Section 8.07 hereof, 
the Noteholders 
of a majority in aggregate principal amount of the then outstanding 
Securities by notice to the 
Trustee may waive an existing Default or Event of Default and its 
consequences except a 
continuing Default or Event of Default in the payment of the Designated 
Event Payment or the 
principal of, premium, if any, on, or interest or Liquidated Damages, if 
any, on, any Security or 
in respect of a covenant in or other provision of this Indenture or the 
Securities which cannot be 
amended or waived without the consent of each Noteholder affected.  When a 
Default or Event 
of Default is waived, it is cured and ceases; but no such waiver shall 
extend to any subsequent or 
other Default or Event of Default or impair any right consequent thereon.
Section 8.05.  Control by Majority.  The Noteholders of a majority in 
principal amount of 
the then outstanding 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.  However, the Trustee may refuse to follow any direction that conflicts 
with law or this 
Indenture, that may be unduly prejudicial to the rights of other 
Noteholders, or that may involve 
the Trustee in personal liability; provided that the Trustee may take any 
other action deemed by 
the Trustee that is not inconsistent with such direction.  Prior to taking 
any action hereunder, the 
Trustee shall be entitled to indemnification satisfactory to it in its sole 
discretion against all 
losses and expenses caused by taking or not taking such action.
Section 8.06.  Limitation on Suits.  A Noteholder may pursue a remedy with 
respect to 
this Indenture or the Securities only if:
(a) the Noteholder gives to the Trustee a written notice of a continuing 
Event 
of Default;
(b) the Noteholders of at least 25% in principal amount of the then 
outstanding Securities make a written request to the Trustee to pursue the 
remedy;
(c) such Noteholder or Noteholders offer and, if requested, provide to the 
Trustee indemnity satisfactory to the Trustee against any loss, liability 
or expense;
(d) the Trustee does not comply with the request within 60 days after 
receipt 
of the request and the offer of indemnity; and
(e) during such 60-day period the Noteholders of a majority in principal 
amount of the then outstanding Securities do not give the Trustee a 
direction inconsistent 
with the request.
A Noteholder may not use this Indenture to prejudice the rights of another 
Noteholder or 
to obtain a preference or priority over another Noteholder.
Section 8.07.  Rights of Noteholders to Receive Payment.  Notwithstanding 
any other 
provision of this Indenture, the right of any Noteholder of a Security to 
receive payment of 
principal of, premium, if any on, and interest and Liquidated Damages, if 
any, on the Security, 
on or after the respective due dates expressed in the Security and this 
Indenture, or to bring suit 
for the enforcement of any such payment on or after such respective dates, 
shall not be impaired 
or affected without the consent of the Noteholder made pursuant to this 
Section.
Section 8.08.  Collection Suit by Trustee.  If an Event of Default 
specified in Section 
8.01(a) or (b) occurs and is continuing, the Trustee may recover judgment 
in its own name and as 
trustee of an express trust against the Company for the whole amount of 
principal, premium, if 
any, interest and Liquidated Damages, if any, remaining unpaid on the 
Securities and, to the 
extent permitted by law, interest on overdue principal, premium, if any, 
interest and Liquidated 
Damages, if any and such further amount as shall be sufficient to cover the 
costs and, to the 
extent lawful, expenses of collection, including the reasonable 
compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel, and any 
other amounts due 
under Section 9.07 hereof.
Section 8.09.  Trustee May File Proofs of Claim.  The Trustee shall be 
entitled and 
empowered, without regard to whether the Trustee or any holder shall have 
made any demand or 
performed any other act pursuant to the provisions of this Article and 
without regard to whether 
the principal of the Securities shall then be due and payable as therein 
expressed or by 
declaration or otherwise, by intervention in any proceedings relative to 
the Company or any 
other obligor upon the Securities, or to the creditors or property or 
assets of the Company or any 
such other obligor or otherwise, to take any and all actions authorized 
under the TIA in order to 
have claims of the holders and the Trustee allowed in any such proceeding.  
In particular, the 
Trustee shall be entitled and empowered in such instances:
(a) to file and prove a claim or claims for the whole amount of principal 
and 
premium, if any, interest, Liquidated Damages, if any, and any other 
amounts owing and 
unpaid in respect of the Securities, and to file such other papers or 
documents as may be 
necessary or advisable in order to have the claims of the Trustee 
(including all amounts 
owing to the Trustee and each predecessor Trustee pursuant to Section 9.07 
hereof) and 
of the holders allowed in any judicial proceedings relating to the Company 
or other 
obligor upon the Securities property of the Company or any such other 
obligor,
(b) unless prohibited by applicable law and regulations, to vote on behalf 
of 
the holders of the Securities in any election of a trustee or a standby 
trustee in 
arrangement, reorganization, liquidation or other bankruptcy or insolvency 
proceedings 
or Person performing similar functions in comparable proceedings, and
(c) to collect and receive any moneys or other property or assets payable 
or 
deliverable on any such claims, and to distribute all amounts received with 
respect to the 
claims of the holders and of the Trustee on their behalf; and any trustee, 
receiver, or 
liquidator, custodian or other similar official is hereby authorized by 
each of the holders 
to make payments to the Trustee, and, in the event that the Trustee shall 
consent to the 
making of payments directly to the holders, to pay to the Trustee such 
amounts as shall 
be sufficient to cover all amounts owing to the Trustee and each 
predecessor Trustee 
pursuant to Section 9.07 hereof. 
Nothing herein contained shall be deemed to authorize the Trustee to 
authorize or consent 
to or vote for or accept or adopt on behalf of any holder any plan of 
reorganization, arrangement, 
adjustment or composition affecting the Securities or the rights of any 
holder thereof, or to 
authorize the Trustee to vote in respect of the claim of any holder of any 
such proceeding except, 
as aforesaid, to vote for the election of a trustee in bankruptcy or 
similar person.
In any proceedings brought by the Trustee (and also any proceedings 
involving the 
interpretation of any provision of this Indenture to which the Trustee 
shall be a party), the 
Trustee shall be held to represent all the holders of the Securities, and 
it shall not be necessary to 
make any holders of the Securities parties to any such proceedings. 
Section 8.10.  Priorities.  If the Trustee collects any money pursuant to 
this Article, it 
shall pay out the money in the following order:
First:  to the Trustee for amounts due under Section 9.07 hereof, including 
payment of all compensation, expense and liabilities incurred, and all 
advances made, by 
the Trustee and the costs and expenses of collection;
Second:  to the holders of Senior Debt to the extent required by Article 
VI;
Third:  to the Noteholders, for amounts due and unpaid on the Securities 
for 
principal, premium, if any, interest and Liquidated Damages, if any, 
ratably, without 
preference or priority of any kind, according to the amounts due and 
payable on the 
Securities for principal, premium, if any, interest and Liquidated Damages, 
if any; and
Fourth:  to the Company or to such other party as a court of competent 
jurisdiction shall direct.
Except as otherwise provided in Section 2.12 hereof, the Trustee may fix a 
record date 
and payment date for any payment to Noteholders made pursuant to this 
Section 8.10.  At least 
15 days before such record date, the Company shall mail to each holder and 
the Trustee a notice 
that states the record date, the payment date and amount to be paid.  The 
Trustee may mail such 
notice in the name and at the expense of the Company.
Section 8.11.  Undertaking for Costs.  In any suit for the enforcement of 
any right or 
remedy under this Indenture or in any suit against the Trustee for any 
action taken or omitted by 
it as a 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 and expenses, 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 by 
a holder pursuant to 
Section 8.07 hereof, or a suit by Noteholders of more than 10% in principal 
amount of the then 
outstanding Securities.
Section 8.12.  Restoration of Rights and Remedies.  If the Trustee or any 
holder of 
Securities has instituted any proceeding to enforce any right or remedy 
under this Indenture and 
such proceeding has been discontinued or abandoned for any reason, or has 
been determined 
adversely to the Trustee or to such holder, then and in every such case the 
Company, the Trustee 
and the holders shall, subject to any determination in such proceeding, be 
restored severally and 
respectively to their former positions hereunder, and thereafter all rights 
and remedies of the 
Trustee and the holders shall continue as though no such proceeding has 
been instituted.
Section 8.13.  Rights and Remedies Cumulative.  Except as otherwise 
provided in 
Section 2.07 hereof, no right or remedy conferred herein, upon or reserved 
to the Trustee or to 
the holders is intended to be exclusive of any other right or remedy, and 
every right and remedy 
shall, to the extent permitted by law, be cumulative and in addition to 
every other right and 
remedy given hereunder or now or hereafter existing at law or in equity or 
otherwise.  The 
assertion or employment of any right or remedy hereunder, or otherwise, 
shall not prevent (to the 
extent permitted by law) the concurrent assertion or employment of any 
other appropriate right 
or remedy.
Section 8.14.  Delay or Omission Not Waiver.  No delay or omission of the 
Trustee or of 
any holder of any Security to exercise any right or remedy accruing upon 
any Event of Default 
shall (to the extent permitted by law) impair any such right or remedy or 
constitute a waiver of 
any such Event of Default or an acquiescence therein.  Every right and 
remedy given by this 
Article VIII or by law to the Trustee or to the holders may (to the extent 
permitted by law) be 
exercised from time to time and as often as may be deemed expedient, by the 
Trustee or by the 
holders, as the case may be. 
ARTICLE IX

TRUSTEE
Section 9.01.  Duties of Trustee.  
(a) If an Event of Default has occurred and is continuing, the Trustee 
shall exercise 
such of the rights and powers vested in it by this Indenture, and use the 
same degree of care and 
skill in their exercise, as a prudent Person would exercise or use under 
the circumstances in the 
conduct of such Person's own affairs.
(b) Except during the continuance of an Event of Default: (i) the Trustee 
need 
perform only those duties that are specifically set forth in this Indenture 
and no others; and (ii) in 
the absence of bad faith on its part, the Trustee may conclusively rely, as 
to the truth of the 
statements and the correctness of the opinions expressed therein, upon 
certificates or opinions 
furnished to the Trustee and, if required by the terms hereof, conforming 
to the requirements of 
this Indenture.  However, the Trustee shall examine the certificates and 
opinions to determine 
whether or not they conform to the applicable requirements, if any, of this 
Indenture.  During the 
continuance of an Event of Default, the Trustee may consult with its legal 
counsel and rely upon 
advice from such counsel with respect to legal matters.
(c) The Trustee may not be relieved from liability for its own negligent 
action, its 
own negligent failure to act, or its own willful misconduct, except that: 
(i) this paragraph does 
not limit the effect of paragraph (b) of this Section 9.01; (ii) the 
Trustee shall not be liable for 
any error of judgment made in good faith by a Trust Officer, unless it is 
proved that the Trustee 
was negligent in ascertaining the pertinent facts and (iii) the Trustee 
shall not be liable with 
respect to any action it takes or omits to take in good faith in accordance 
with a direction 
received by it pursuant to Section 8.05 hereof.
(d) Every provision of this Indenture that in any way relates to the 
Trustee is subject 
to paragraphs (a), (b) and (c) of this Section 9.01.
(e) No provision of this Indenture shall require the Trustee to expend or 
risk its own 
funds or incur any liability.  The Trustee shall be under no obligation to 
exercise any of its rights 
and powers under this Indenture at the request of any holders, unless such 
holder shall have 
offered to the Trustee security and indemnity satisfactory to it against 
any loss, liability or 
expense.
(f) The Trustee shall not be liable for interest on any money received by 
it except as 
the Trustee may agree in writing with the Company.  Money held in trust by 
the Trustee need not 
be segregated from other funds except to the extent required by law.
Section 9.02.  Rights of Trustee.  
(a) Subject to the provisions of Section 9.01(a) hereof, the Trustee may 
rely on any 
document believed by it to be genuine and to have been signed or presented 
by the proper 
person.  The Trustee need not investigate any fact or matter stated in the 
document.
(b) Before the Trustee acts or refrains from acting, it may require an 
Officers' 
Certificate or an Opinion of Counsel, or both.  The Trustee shall not be 
liable for any action it 
takes or omits to take in good faith in reliance on such Officers' 
Certificate or Opinion of 
Counsel.  The Trustee may consult with counsel of its choice and the advice 
of such counsel or 
any Opinion of Counsel with respect to legal matters relating to this 
Indenture and the Securities 
shall be full and complete authorization and protection from liability in 
respect of any action 
taken, suffered or omitted by it hereunder in good faith and in accordance 
with the advice or 
opinion of such counsel.
(c) The Trustee may act through agents and shall not be responsible for the 
misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to 
take in good faith 
which it believes to be authorized or within its rights or powers; 
provided, however, that the 
Trustee's conduct does not constitute willful misconduct or negligence.
(e) The Trustee shall not be charged with knowledge of any Event of Default 
under 
subsection (c), (d), (e), (f), (g) or (h) of Section 8.01 unless either (1) 
a Trust Officer assigned to 
its corporate trust department shall have actual knowledge thereof, or (2) 
the Trustee shall have 
received notice thereof in accordance with Section 12.02 hereof from the 
Company or any 
holder; provided that the Trustee shall comply with the "automatic stay" 
provisions contained in 
U.S. Bankruptcy Law, if applicable. 
(f) Prior to the occurrence of an Event of Default hereunder and after the 
curing and 
waiving of all Events of Default, the Trustee shall not be bound to make 
any investigation into 
the facts or matters stated in any resolution, certificate, statement, 
instrument, opinion, report, 
notice, request, direction, consent, order, bond, debentures, note, other 
evidence of indebtedness 
or other paper or document unless requested in writing to do so by the 
holders of not less than a 
majority in aggregate principal amount of the Securities then outstanding; 
provided that if the 
payment within a reasonable time to the Trustee of the costs, expenses or 
liabilities likely to be 
incurred by it in the making of such investigation is, in the opinion of 
the Trustee, not reasonably 
assured to the Trustee by the security afforded to it by the terms of this 
Indenture, the Trustee 
may require reasonable indemnity against expenses or liabilities as a 
condition to proceeding; the 
reasonable expenses of every such examination shall be paid by the Company 
or, if advanced by 
the Trustee, shall be repaid by the Company upon demand.  The Trustee shall 
not be bound to 
ascertain or inquire as to the performance or observance of any covenants, 
conditions, or 
agreements on the part of the Company, except as otherwise set forth 
herein, but the Trustee 
may, in its discretion, make such further inquiry or investigation into 
such facts or matters as it 
may see fit and if the Trustee shall determine to make such further inquiry 
or investigation, it 
shall be entitled to examine the books, records and premises of the Company 
personally or by 
agent or attorney at the sole cost of the Company. 
(g) The Trustee shall not be required to give any bond or surety in respect 
of the 
performance of its powers and duties hereunder.
(h) The rights, privileges, protections, immunities and benefits given to 
the Trustee, 
including, without limitation, its right to be indemnified, are extended 
to, and shall be 
enforceable by, the Trustee in each of its capacities hereunder and to each 
Agent employed to act 
hereunder.
Section 9.03.  Individual Rights of Trustee.  The Trustee in its individual 
or any other 
capacity may become the owner or pledgee of Securities and may otherwise 
deal with the 
Company or an Affiliate with the same rights it would have if it were not 
Trustee. Any Agent 
may do the same with like rights.  However, in the event that the Trustee 
acquires any conflicting 
interest (as defined in the TIA) it must eliminate such conflict within 90 
days, apply to the 
Commission for permission to continue as Trustee or resign. Any Agent may 
do the same with 
like rights and duties. The Trustee is also subject to Sections 9.10 and 
9.11 hereof.
Section 9.04.  Trustee's Disclaimer.  The Trustee makes no representation 
as to the 
validity or adequacy of this Indenture or the Securities, it shall not be 
accountable for the 
Company's use of the proceeds from the Securities, and it shall not be 
responsible for any 
statement of the Company in this Indenture or any statement in the 
Securities (other than its 
certificate of authentication) or for compliance by the Company with the 
Registration 
Agreement.
Section 9.05.  Notice of Defaults.  If a Default or Event of Default occurs 
and is 
continuing and if it is known to the Trustee, the Trustee shall mail to 
Noteholders a notice of the 
Default or Event of Default within 90 days after it occurs.  Except in the 
case of a Default or 
Event of Default relating to the failure to pay any principal of or 
premium, if any, interest or 
Liquidated Damages, if any, 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 Noteholders.
Section 9.06.  Reports by Trustee to Noteholders.  Within 60 days after the 
reporting date 
stated in Section 12.10, the Trustee shall mail to Noteholders a brief 
report dated as of such 
reporting date that complies with TIA   313(a) if and to the extent 
required by such   313(a).  
The Trustee also shall comply with TIA   313(b)(2).  The Trustee shall also 
transmit by mail all 
reports as required by TIA   313(c).
A copy of each report at the time of its mailing to Noteholders shall be 
filed with the SEC 
and each stock exchange on which the Securities are listed.  The Company 
shall notify the 
Trustee when the Securities are listed on any stock exchange and of any 
delisting thereof.
Section 9.07.  Compensation and Indemnity.  The Company shall pay to the 
Trustee from 
time to time such compensation for its services hereunder as shall be 
agreed upon from time to 
time in writing by the Company and the Trustee.  The Trustee's compensation 
shall not be 
limited by any law on compensation of a trustee of an express trust.  The 
Company shall 
reimburse the Trustee upon request for all reasonable disbursements, 
expenses and advances 
incurred or made by it in connection with the performance of its duties 
hereunder.  Such 
disbursements and expenses may include the reasonable disbursements, 
compensation and 
expenses of the Trustee's agents and counsel.
The Company shall indemnify each of the Trustee and each predecessor 
Trustee against 
any and all loss, damage, claim, liability or expense incurred by it in 
connection with the 
performance of its duties hereunder except as set forth in the next 
paragraph.  The Trustee shall 
notify the Company promptly of any claim for which it may seek indemnity.  
Failure by the 
Trustee to notify the Company shall not release the Company of its 
obligations hereunder.  The 
Company shall defend the claim and the Trustee shall cooperate in the 
defense.  If in the 
reasonable opinion of Trustee's counsel, a conflict of interest exists 
between the Trustee and the 
Company with respect to such claim, the Trustee may have separate counsel 
and the Company 
shall pay the reasonable fees, disbursements and expenses of such counsel.  
The Company need 
not pay for any settlement made without its consent, which consent shall 
not be unreasonably 
withheld.
The Company need not reimburse any expense or indemnify against any loss or 
liability 
incurred by the Trustee through the Trustee's negligence or bad faith.
The obligations of the Company under this Section 9.07 shall survive the 
resignation or 
removal of the Trustee and the satisfaction and discharge of the Indenture. 
To secure the Company's payment obligations in this Section, the Trustee 
shall have a 
lien on all money or property held or collected by the Trustee, except 
money or property held in 
trust to pay principal of, or premium, if any, interest or Liquidated 
Damages, if any, on, 
particular Securities.  Such lien shall survive the satisfaction or 
discharge of the indenture.
When the Trustee incurs expenses or renders services after an Event of 
Default specified 
in Section 8.01(g) or (h) occurs, the expenses and the compensation for the 
services are intended 
to constitute expenses of administration under any Bankruptcy Law.
Section 9.08.  Replacement of Trustee.  A resignation or removal of the 
Trustee and 
appointment of a successor Trustee shall become effective only upon the 
successor Trustee's 
acceptance of appointment as provided in this Section. 
The Trustee may resign in writing at any time and be discharged from the 
trust hereby 
created by so notifying the Company.  The Noteholders of a majority in 
principal amount of the 
then outstanding Securities may remove the Trustee by so notifying the 
Trustee and the 
Company in writing.  The Company may remove the Trustee if:
(a) the Trustee fails to comply with Section 9.10 hereof, unless the 
Trustee's 
duty to resign is stayed as provided in TIA   310(b);
(b) the Trustee is adjudged a bankrupt or an insolvent or an order for 
relief is 
entered with respect to the Trustee under any Bankruptcy Law;
(c) a Custodian or public officer takes charge of the Trustee or its 
property; or
(d) the Trustee becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the office 
of Trustee for any 
reason, the Company shall promptly appoint a successor Trustee.  Within one 
year after the 
successor Trustee takes office, the Noteholders of a majority in principal 
amount of the then 
outstanding Securities may appoint a successor Trustee to replace the 
successor Trustee 
appointed by the Company.
If a successor Trustee does not take office within 60 days after the 
retiring Trustee 
resigns or is removed, the retiring Trustee, the Company or the Noteholders 
of at least 10% in 
principal amount of the then outstanding Securities may petition, at the 
expense of the Company, 
any court of competent jurisdiction for the appointment of a successor 
Trustee.
If the Trustee fails to comply with Section 9.10 hereof, unless the 
Trustee's duty to resign 
is stayed as provided in TIA   310(b), any Noteholder who has been a bona 
fide holder of a 
Security for at least six months may petition any court of competent 
jurisdiction for the removal 
of the Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment 
to the retiring 
Trustee and to the Company.  Thereupon the resignation or removal of the 
retiring Trustee shall 
become effective, and the successor Trustee shall have all the rights, 
powers and duties of the 
Trustee under this Indenture.  The successor Trustee shall mail a notice of 
its succession to 
Noteholders.  The retiring Trustee shall promptly transfer all property 
held by it as Trustee to the 
successor Trustee, subject to the lien provided for in Section 9.07 hereof.  
Notwithstanding the 
resignation or replacement of the Trustee pursuant to this Section 9.08, 
the Company's 
obligations under Section 9.07 hereof shall continue for the benefit of the 
retiring trustee with 
respect to expenses and liabilities incurred by it prior to such 
resignation or replacement.
Section 9.09.  Successor Trustee by Merger, Etc.  If the Trustee 
consolidates, merges or 
converts into, or transfers all or substantially all of its corporate trust 
business to, another 
corporation, the successor corporation without any further act shall be the 
successor Trustee.
In case at the time such successor or successors by merger, conversion or 
consolidation to 
the Trustee shall succeed to the trusts created by this Indenture any of 
the Securities shall have 
been authenticated but not delivered, any such successor to the Trustee may 
adopt the certificate 
of authentication of any predecessor trustee, and deliver such Securities 
so authenticated; and in 
case at that time any of the Securities shall not have been authenticated, 
any successor to the 
Trustee may authenticate such Securities either in the name of any 
predecessor hereunder or in 
the name of the successor to the Trustee; and in all such cases such 
certificates shall have the full 
force which it is anywhere in the Securities or in this Indenture provided 
that the certificate of 
the Trustee shall have.
Section 9.10.  Eligibility; Disqualification.  This Indenture shall always 
have a Trustee 
who satisfies the requirements of TIA   310(a)(1), (2) and (5).  The 
Trustee shall always have a 
combined capital and surplus as stated in Section 12.10 hereof.  The 
Trustee is subject to TIA   
310(b); provided, however, that there shall be excluded from the operation 
of TIA   310(b)(1) 
any indenture or indentures under which other securities or certificates of 
interest or participation 
in other securities of the Company are outstanding if the requirements for 
such exclusion set 
forth in TIA   310(b)(1) are met.
Section 9.11.  Preferential Collection of Claims Against Company.  The 
Trustee is 
subject to TIA   311(a), excluding any creditor relationship listed in TIA 
  311(b).  A Trustee 
who has resigned or been removed shall be subject to TIA   311(a) to the 
extent indicated 
therein.
ARTICLE X

DISCHARGE OF INDENTURE
Section 10.01.  Termination of the Company's Obligations.  This Indenture 
shall cease to 
be of further effect (except as to any surviving rights of conversion, 
registration of transfer or 
exchange of Securities herein expressly provided for and except as further 
provided below), and 
the Trustee, on demand of and at the expense of the Company, shall execute 
proper instruments 
acknowledging satisfaction and discharge of this Indenture, when
(a) either
 (i) all Securities theretofore authenticated and delivered (other than (i) 
Securities which have been destroyed, lost or stolen and which have been 
replaced or 
paid as provided in Section 2.07 and (ii) Securities for whose payment 
money has 
theretofore been deposited in trust and thereafter repaid to the Company as 
provided in 
Section 10.02) have been delivered to the Trustee for cancellation; or
 (ii) all such Securities not theretofore delivered to the Trustee for 
cancellation
(A)	have become due and payable, or
(B)	will become due and payable at the final maturity date within one 
year, or
(C)	are to be called for redemption within one year under arrangements 
satisfactory to the Trustee for the giving of notice of redemption by the 
Trustee in 
the name, and at the expense, of the Company,
and the Company, in the case of clause (A), (B) or (C) above, has 
irrevocably deposited 
or caused to be irrevocably deposited with the Trustee as trust funds in 
trust for the 
purpose cash in an amount sufficient to pay and discharge the entire 
indebtedness on such 
Securities not theretofore delivered to the Trustee for cancellation, for 
principal, 
premium, if any, interest and Liquidated Damages, if any, to the date of 
such deposit (in 
the case of Securities which have become due and payable) or to the final 
maturity date 
or redemption date, as the case may be, in all other cases;
(b) the Company has paid or caused to be paid all other sums payable 
hereunder by 
the Company; and
(c) the Company has delivered to the Trustee an Officers' Certificate and 
an Opinion 
of Counsel, each stating that all conditions precedent herein provided for 
relating to the 
satisfaction and discharge of this Indenture have been complied with.  
Notwithstanding the satisfaction and discharge of this Indenture, the 
obligations of the 
Company to the Trustee under Section 9.07, the obligations of the Company 
to pay Liquidated 
Damages under this Indenture, the Securities and the Registration Agreement 
and, if money shall 
have been deposited with the Trustee pursuant to subclause (ii) of clause 
(a) of this Section, the 
provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.11 (second 
paragraph only), 2.13, 
2.15, 3.08, 4.02 (second paragraph only), 4.04, 4.07 and 4.08, Article V 
and this Article X, shall 
survive; and, notwithstanding the satisfaction and discharge of this 
Indenture, the Company 
agrees to reimburse the Trustee for any costs or expenses thereafter 
reasonably and properly 
incurred by the Trustee and to compensate the Trustee for any services 
thereafter reasonably and 
properly rendered by the Trustee in connection with this Indenture, the 
Registration Agreement 
or the Securities.  Thereupon, the Trustee upon request of the Company, 
shall acknowledge in 
writing the discharge of the Company's obligations under this Indenture, 
except for those 
surviving obligations specified above.
Subject to the provisions of Section 10.02, the Trustee shall hold in 
trust, for the benefit 
of the holders, all money deposited with it pursuant to this Section 10.01 
and shall apply the 
deposited money in accordance with this Indenture and the Securities to the 
payment of the 
principal of, and premium, if any, interest and Liquidated Damages, if any, 
on the Securities.  
Money so held in trust shall not be subject to the subordination provisions 
of Article VI.
Section 10.02.  Repayment to Company.  The Trustee and the Paying Agent 
shall 
promptly pay to the Company upon request any excess money or securities 
held by them at any 
time.
The Trustee and the Paying Agent shall pay to the Company upon written 
request any 
money held by them for the payment of principal or interest that remains 
unclaimed for two 
years after the date upon which such payment shall have become due; 
provided, however, that 
the Company shall have first caused notice of such payment to the Company 
to be mailed to each 
Noteholder entitled thereto no less than 30 days prior to such payment or 
within such period shall 
have published such notice in a financial newspaper of widespread 
circulation published in The 
City of New York, including, without limitation, The Wall Street Journal 
(national edition).  
After payment to the Company, the Trustee and the Paying Agent shall have 
no further liability 
with respect to such money and Noteholders entitled to the money must look 
to the Company for 
payment as general creditors unless any applicable abandoned property law 
designates another 
person.
Section 10.03.  Reinstatement.  If the Trustee or any Paying Agent is 
unable to apply any 
money in accordance with the second paragraph of Section 10.01 by reason of 
any legal 
proceeding or by reason of any order or judgment of any court or 
governmental authority 
enjoining, restraining or otherwise prohibiting such application, then the 
Company's obligations 
under this Indenture and the Securities shall be revived and reinstated as 
though no deposit had 
occurred pursuant to Section 10.01 until such time as the Trustee or such 
Paying Agent is 
permitted to apply all such money in accordance with Section 10.01; 
provided, however, that if 
the Company has made any payment of the principal of or premium, if any, 
interest or 
Liquidated Damages, if any, on any Securities because of the reinstatement 
of its obligations, the 
Company shall be subrogated to the rights of the holders of such Securities 
to receive any such 
payment from the money held by the Trustee or such Paying Agent.
ARTICLE XI

AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 11.01.  Without Consent of Noteholders.  The Company and the 
Trustee may 
amend or supplement this Indenture or the Securities without the consent of 
any Noteholder:
(a) to cure any ambiguity, defect or inconsistency;
(b) to comply with Sections 5.13 and 7.01 hereof;
(c) to provide for uncertificated Securities in addition to certificated 
Securities;
(d) to make any change that does not adversely affect the legal rights 
hereunder of any Noteholder; 
(e) to qualify this Indenture under the TIA or to comply with the 
requirements 
of the SEC in order to maintain the qualification of the Indenture under 
the TIA; 
(f) to make any change that provides any additional rights or benefits to 
the 
holders of Securities; or
(g) to evidence and provide for the acceptance under the Indenture of a 
successor Trustee.
Upon the request of the Company accompanied by a Board Resolution 
authorizing the 
execution of any such amended or supplemental Indenture, and upon receipt 
by the Trustee of 
the documents described in Section 11.07 hereof, the Trustee shall join 
with the Company in the 
execution of any amended or supplemental Indenture authorized or permitted 
by the terms of this 
Indenture and to make any further appropriate agreements and stipulations 
that may be therein 
contained, but the Trustee shall not be obligated to enter into such 
amended or supplemental 
Indenture that affects its own rights, duties or immunities under this 
Indenture or otherwise.
An amendment under this Section may not make any change that adversely 
affects the 
rights under Article VI of any holder of Senior Debt then outstanding 
unless the holders of such 
Senior Debt (or any group or representative thereof authorized to give a 
consent) consent to such 
change.
Section 11.02.  With Consent of Noteholders.  Except as provided below in 
this 
Section 11.02, the Company and the Trustee may amend or supplement this 
Indenture or the 
Securities with the written consent (including consents obtained in 
connection with any tender or 
exchange offer for Securities) of the Noteholders of at least a majority in 
principal amount of the 
then outstanding Securities.  Subject to Sections 8.04 and 8.07 hereof, the 
Noteholders of a 
majority in principal amount of the Securities then outstanding may also by 
their written consent 
(including consents obtained in connection with any tender offer or 
exchange offer for 
Securities) waive any existing Default or Event of Default as provided in 
Section 8.04 or waive 
compliance in a particular instance by the Company with any provision of 
this Indenture or the 
Securities.  However, without the consent of each Noteholder affected, an 
amendment, 
supplement or waiver under this Section may not (with respect to any 
Securities held by a 
nonconsenting Noteholder):
(a) reduce the amount of Securities whose Noteholders must consent to an 
amendment, supplement or waiver;
(b) reduce the rate of, or change the time for payment of, interest or 
Liquidated Damages on any Security;
(c) reduce the principal of or change the fixed maturity of any Security or 
alter the redemption provisions with respect thereto (including, without 
limitation, the 
amount of any premium payable upon redemption);
(d) make any Security payable in money other than that stated in the 
Security;
(e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence);
(f) waive a default in the payment of the Designated Event Payment or any 
principal of, or premium, if any, or interest or Liquidated Damages, if 
any, on, any 
Security (other than a rescission of acceleration pursuant to Section 8.02 
hereof and a 
waiver of nonpayment of principal, premium, if any, interest or Liquidated 
Damages, if 
any, that have become due solely because of such acceleration of the 
Securities);
(g) waive a redemption payment payable on any Security; or
(h) make any change in the rights of holders of Securities to receive 
payment 
of principal of, or premium, if any, or interest or Liquidated Damages, if 
any, on, the 
Securities; 
(i) modify the conversion or subordination provisions in a manner adverse 
to 
the holders of the Securities; and 
(j) impair the right of Noteholders to convert Securities into Common Stock 
of the Company or otherwise to receive any cash, securities or other 
property receivable 
by a holder upon conversion of Securities.
Upon the request of the Company accompanied by a Board Resolution 
authorizing the 
execution of any such amended or supplemental Indenture, and upon the 
filing with the Trustee 
of evidence satisfactory to the Trustee of the consent of the Holders of 
Securities as aforesaid, 
and upon receipt by the Trustee of the documents described in Section 11.07 
hereof, the Trustee 
shall join with the Company in the execution of such amended or 
supplemental Indenture unless 
such amended or supplemental Indenture affects the Trustee's own rights, 
duties or immunities 
under this Indenture or otherwise, in which case the Trustee may in its 
discretion, but shall not be 
obligated to, enter into such amended or supplemental Indenture.
To secure a consent of the Noteholders under this Section 11.02, it shall 
not be necessary 
for the Noteholders to approve the particular form of any proposed 
amendment, supplement or 
waiver, but it shall be sufficient if such consent approves the substance 
thereof.
Section 11.03.  Compliance with Trust Indenture Act.  Every amendment to 
this 
Indenture or the Securities shall be set forth in a supplemental indenture 
that complies with the 
TIA as then in effect.
Section 11.04.  Revocation and Effect of Consents.  Until an amendment, 
supplement or 
waiver becomes effective, a consent to it by a Noteholder of a Security is 
a continuing consent 
by the Noteholder and every subsequent Noteholder of a Security or portion 
of a Security that 
evidences the same debt as the consenting Noteholder's Security, even if 
notation of the consent 
is not made on any Security.  However, any such Noteholder or subsequent 
Noteholder may 
revoke the consent as to such Noteholder's Security or portion of a 
Security if the Trustee 
receives the notice of revocation before the date on which the Trustee 
receives an Officers' 
Certificate certifying that the Noteholders of the requisite principal 
amount of Securities have 
consented to the amendment, supplement or waiver.
The Company may, but shall not be obligated to, fix a record date for the 
purpose of 
determining the Noteholders entitled to consent to any amendment, 
supplement or waiver.  If a 
record date is fixed, then notwithstanding the provisions of the 
immediately preceding paragraph, 
those persons who were Noteholders at such record date (or their duly 
designated proxies), and 
only those persons, shall be entitled to consent to such amendment, 
supplement or waiver or to 
revoke any consent previously given, whether or not such persons continue 
to be Noteholders 
after such record date.  No consent shall be valid or effective for more 
than 90 days after such 
record date unless consents from Noteholders of the principal amount of 
Securities required 
hereunder for such amendment, supplement or waiver to be effective shall 
have also been given 
and not revoked within such 90-day period.
After an amendment, supplement or waiver becomes effective it shall bind 
every 
Noteholder, unless it is of the type described in any of clauses (a) 
through (j) of Section 11.02 
hereof.  In such case, the amendment, supplement or waiver shall bind each 
Noteholder who has 
consented to it and every subsequent Noteholder that evidences the same 
debt as the consenting 
Noteholder's Security.
Upon the execution of any supplemental indenture under this Article XI, 
this Indenture 
shall be modified in accordance therewith, and such supplemental indenture 
shall form a part of 
this Indenture for all purposes; and every holder of Securities theretofore 
or thereafter 
authenticated and delivered hereunder shall be bound thereby.  After a 
supplemental indenture 
becomes effective, the Company shall mail to holders a notice briefly 
describing such 
amendment.  The failure to give such notice to all holders, or any defect 
therein, shall not impair 
or affect the validity of an amendment under this Article. 
Section 11.05.  Notation on or Exchange of Securities.  The Trustee may 
place an 
appropriate notation about an amendment, supplement or waiver on any 
Security thereafter 
authenticated.  The Company in exchange for all Securities may issue and 
the Trustee shall 
authenticate new Securities that reflect the amendment, supplement or 
waiver.
Failure to make the appropriate notation or issue a new security shall not 
affect validity 
and effect of such amendment, supplement or waiver.
Section 11.06.  Trustee Protected.  The Trustee shall sign all supplemental 
indentures, 
except that the Trustee may, but need not, sign any supplemental indenture 
that adversely affects 
its rights.  
Section 11.07.  Trustee to Sign Supplemental Indentures.  The Company may 
not sign a 
supplemental Indenture until the Board of Directors approves it.  In 
executing any supplemental 
indenture, the Trustee shall be entitled to receive indemnity reasonably 
satisfactory to it and to 
receive and (subject to Section 9.01) shall be fully protected in relying 
upon, in addition to the 
documents required by Section 12.04, an Officers' Certificate and an 
Opinion of Counsel stating 
that:
(a) such supplemental indenture is authorized or permitted by this 
Indenture 
and that all conditions precedent to the execution, delivery and 
performance of such 
supplemental indenture have been satisfied; 
(b) the Company has all necessary corporate power and authority to execute 
and deliver the supplemental indenture and that the execution, delivery and 
performance 
of such supplemental indenture has been duly authorized by all necessary 
corporate 
action of the Company;
(c) the execution, delivery and performance of the supplemental indenture 
do 
not conflict with, or result in the breach of or constitute a default under 
any of the terms, 
conditions or provisions of (i) this Indenture, (ii) the charter documents 
or by-laws of the 
Company, or (iii) any material agreement or instrument to which the Company 
is subject 
and of which such counsel is aware; 
(d) to the knowledge of legal counsel writing such Opinion of Counsel, the 
execution, delivery and performance of the supplemental indenture do not 
conflict with, 
or result in the breach of any of the terms, conditions or provisions of 
(i) any law or 
regulation applicable to the Company, or (ii) any material order, writ, 
injunction or 
decree of any court or governmental instrumentality applicable to the 
Company;
(e) such supplemental indenture has been duly and validly executed and 
delivered by the Company, and this Indenture together with such 
supplemental indenture 
constitutes a legal, valid and binding obligation of the Company 
enforceable against the 
Company, in accordance with its terms, except as such enforceability may be 
limited by 
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or 
transfer, 
moratorium or similar laws affecting the enforcement of creditors' rights 
generally and 
general equitable principles (whether considered in a proceeding at law or 
in equity); and 
(f) this Indenture together with such amendment or supplement complies with 
the TIA.
Section 11.08.  Payment for Consent.  Neither the Company nor any Affiliate 
of the 
Company shall, directly or indirectly, pay or cause to be paid any 
consideration, whether by way 
of interest, fee or otherwise, to any holder for or as an inducement to any 
consent, waiver or 
amendment of any of the terms or provisions of this Indenture or the 
Securities unless such 
consideration is offered to be paid to all holders that so consent, waive 
or agree to amend in the 
time frame set forth in solicitation documents relating to such consent, 
waiver or agreement.
ARTICLE XII

MISCELLANEOUS
Section 12.01.  Trust Indenture Act Controls.  If any provision of this 
Indenture limits, 
qualifies, or conflicts with another provision which is automatically 
deemed to be incorporated in 
this Indenture by the TIA, the incorporated provision shall control.  If 
any provision of this 
Indenture modifies or excludes any provision of the TIA that may be so 
modified or excluded, 
the latter provision shall be deemed to apply to this Indenture as so 
modified or excluded, as the 
case may be. 
Section 12.02.  Notices.  Any notice or communication by the Company or the 
Trustee to 
the other is duly given if in writing and delivered in person or mailed by 
first-class mail 
(registered or certified, return receipt requested), telecopier (promptly 
confirmed in writing) or 
overnight air courier guaranteeing next day delivery to the other's address 
stated in Section 12.10 
hereof.  The Company or the Trustee by notice to the other may designate 
additional or different 
addresses for subsequent notices or communications.
Any notice or communication to a Noteholder shall be mailed by first-class 
mail, postage 
prepaid to his address shown on the register kept by the Registrar.  Any 
notice or communication 
shall also be so mailed to any Person described in TIA   313(c), to the 
extent required by the 
TIA.  Failure to mail a notice or communication to a Noteholder or any 
defect in it shall not 
affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above within 
the time 
prescribed, it is duly given, whether or not the addressee receives it; a 
notice or communication, 
however, shall not be effective unless, in the case of the Trustee, 
actually received.
If the Company mails a notice or communication to Noteholders, it shall 
mail a copy to 
the Trustee and each Agent at the same time.
All other notices or communications shall be in writing.
In case by reason of the suspension of regular mail service, or by reason 
of any other 
cause, it shall be impossible to mail any notice as required by the 
Indenture, then such method of 
notification as shall be made with the approval of the Trustee shall 
constitute a sufficient mailing 
of such notice.
Section 12.03.  Communication by Noteholders with Other Noteholders.  
Noteholders 
may communicate pursuant to TIA   312(b) with other Noteholders with 
respect to their rights 
under this Indenture or the Securities.  The Company, the Trustee, the 
Registrar and anyone else 
shall have the protection of TIA   312(c).
Section 12.04.  Certificate and Opinion as to Conditions Precedent.  Upon 
any request or 
application by the Company to the Trustee to take any action under this 
Indenture, the Company 
shall furnish to the Trustee:
(a) an Officers' Certificate in form and substance reasonably satisfactory 
to 
the Trustee (which shall include the statements set forth in Section 12.05 
hereof) stating 
that, in the opinion of the signers, all conditions precedent and 
covenants, if any, 
provided for in this Indenture relating to the proposed action have been 
satisfied; and 
(b) an Opinion of Counsel in form and substance reasonably satisfactory to 
the Trustee (which shall include the statements set forth in Section 12.05 
hereof) stating 
that, in the opinion of such counsel, all such conditions precedent and 
covenants have 
been satisfied. 
In any case where several matters are required by, or covered by an opinion 
of, any 
specified Person, it is not necessary that all such matters be certified 
by, or covered by the 
opinion of, only one such Person, or that they be so certified or covered 
by only one document, 
but one such Person may certify or give an opinion with respect to some 
matters and one or more 
such Persons as to other matters, and any such Person may certify or give 
an opinion as to such 
matters in one or several documents. 
Any certificate or opinion of an Officer of the Company may be based, 
insofar as it 
relates to legal matters, upon a certificate or opinion of, or 
representations by, counsel, unless 
such Officer knows, or in the exercise of reasonable care should know, that 
the certificate or 
opinion or representations by, an Officer or Officer of the Company stating 
that the information 
with respect to such factual matters is in the possession of the Company, 
unless such counsel 
knows, or in the exercise of reasonable care should know, that the 
certificate of opinion or 
representations with respect to such matters are erroneous. 
Where any Person is required to make, give or execute two or more 
applications, 
requests, consents, certificates, statements, opinions or other instruments 
under this Indenture, 
they may, but need not, be consolidated and form one instrument.
Any Officers' Certificate, statement or Opinion of Counsel may be based, 
insofar as it 
relates to accounting matters, upon a certificate or opinion of or 
representation by an accountant 
(who may be an employee of the Company), or firm of accountants, unless 
such Officer or 
counsel, as the case may be, knows, or in the exercise of reasonable care 
should know, that the 
certificate or opinion or representation with respect to the accounting 
matters upon which his or 
her certificate, statement or opinion may be based as aforesaid is 
erroneous.
Section 12.05.  Statements Required in Certificate or Opinion.  Each 
certificate or 
opinion with respect to compliance with a condition or covenant provided 
for in this Indenture 
(other than pursuant to Section 4.03) shall include:
(a) a statement that the Persons signing such certificate or rendering such 
opinion has read such covenant or condition;
(b) 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;
(c) a statement that, in the opinion of such Person, such Person has made 
such 
examination or investigation as is necessary to enable such Person to 
express an informed 
opinion as to whether or not such covenant or condition has been complied 
with; and
(d) a statement as to whether or not, in the opinion of such Person, such 
condition or covenant has been complied with.
Section 12.06.  Rules by Trustee and Agents.  The Trustee may make 
reasonable rules for 
action by, or a meeting of, Noteholders.  The Registrar or Paying Agent may 
make reasonable 
rules and set reasonable requirements for its functions.
Section 12.07.  Legal Holidays.  A "Legal Holiday" is a Saturday, a Sunday 
or a day on 
which banking institutions in the State of New York 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 or Liquidated 
Damages shall accrue 
for the intervening period unless the Company shall default in making the 
payment due on such 
next succeeding day.  If any other operative date for purposes of this 
Indenture shall occur on a 
Legal Holiday then for all purposes the next succeeding day that is not a 
Legal Holiday shall be 
such operative date.
Section 12.08.  No Recourse Against Others.  A director, officer, employee 
or stock-
holder, as such, of the Company shall not have any liability for any 
obligations of the Company 
under the Securities or this Indenture or for any claim based on, in 
respect of or by reason of 
such obligations or their creation.  Each Noteholder by accepting a 
Security waives and releases 
all such liability.  The waiver and release are part of the consideration 
for the issue of the 
Securities.
Section 12.09.  Counterparts.  This Indenture may be executed in any number 
of 
counterparts and by the parties hereto in separate counterparts, each of 
which when so executed 
shall be deemed to be an original and all of which taken together shall 
constitute one and the 
same agreement.
Section 12.10.  Variable Provisions.  "Officer" means the Chairman of the 
Board, the 
Chief Executive Officer, the President, any Vice-President, the Chief 
Financial Officer, the 
Treasurer, the Secretary, any Assistant Treasurer, any Assistant Secretary 
or the Controller of the 
Company.
The Company initially appoints the Trustee as Paying Agent, Registrar and 
Conversion 
Agent, and the Trustee hereby accepts such appointments.
The first certificate pursuant to Section 4.03 hereof shall be for the 
fiscal year ending on 
December 31, 2000.
The reporting date for Section 9.06 hereof is February 15 of each year.  
The first 
reporting date is February 15, 2000.
The Trustee shall always have a combined capital and surplus of at least 
$50,000,000 as 
set forth in its most recent published annual report of condition.
The Company's address for purposes of the Indenture is:
CNET, Inc.
150 Chestnut Street
San Francisco, California  94111
Attention:  Chief Financial Officer
Telephone No.:  (415) 395-7800
Telecopier No.:  (415) 395-9330
The Trustee's address is:
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn:  Corporate Trust Trustee Administration
Telephone No.:  (212) 815-5763
Telecopier No.:  (212) 815-5915
The Company or the Trustee may change its address for purposes of this 
Indenture by 
written notice to the other.
Section 12.11.  GOVERNING LAW.  THE INTERNAL LAWS OF THE STATE OF 
NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT 
REGARD, TO THE EXTENT PERMITTED BY LAW, TO THE CONFLICT OF LAWS 
PROVISIONS THEREOF.
Section 12.12.  No Adverse Interpretation of Other Agreements.  This 
Indenture may not 
be used to interpret another indenture, loan or debt agreement of the 
Company or an Affiliate.  
Any such indenture, loan or debt agreement may not be used to interpret 
this Indenture.
Section 12.13.  Successors.  All agreements of the Company in this 
Indenture and the 
Securities shall bind its successor.  All agreements of the Trustee in this 
Indenture shall bind its 
successor.
Section 12.14.  Severability.  In case any provision in this Indenture or 
in the Securities 
shall be invalid, illegal or unenforceable, then (to the extent permitted 
by law) the validity, 
legality and enforceability of the remaining provisions shall not in any 
way be affected or 
impaired thereby.
Section 12.15.  Table of Contents, Headings, Etc.  The Table of Contents 
and headings of 
the Articles and Sections of this Indenture and the Securities have been 
inserted for convenience 
of reference only, are not to be considered a part hereof or thereof, and 
shall in no way modify or 
restrict any of the terms or provisions hereof or thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be 
duly 
executed, all as of the date first written above.
CNET, Inc., as Company,
By /s/ Douglas N. Woodrum	
Name:	Douglas N. Woodrum
Title:	Executive Vice President and
Chief Financial Officer
The Bank of New York, as Trustee,
By /s/ Michele L. Russo	
Name:	Michele L. Russo
Title:	Assistant Treasurer


EXHIBIT A
FORM OF CONVERTIBLE SUBORDINATED NOTE
[Global Securities Legend]
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 SECURITY 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN 
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE 
REFERRED TO ON THE REVERSE HEREOF.
[Restricted Global Securities Legend-For Inclusion in Global Securities 
Only]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY 
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY 
THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE 
TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD UNDER 
RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT WHICH 
IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN 
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) 
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE 
DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, 
(2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE 
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN 
THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN 
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE 
ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION 
S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER 
THE SECURITIES ACT, (4) TO AN INSTITUTION THAT IS AN "ACCREDITED 
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 
SECURITIES 
ACT ("INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING THIS 
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION AND THAT, 
PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A 
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS 
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED 
HEREBY (THE FORM OF WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE), 
(5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES 
ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (6) 
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE 
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, 
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT 
OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN 
INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS 
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NOT 
A U.S.  PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF 
(OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF 
RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.  IN ANY CASE 
THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY 
HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY COMMON 
STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED 
BY THE SECURITIES ACT.
[Restricted Definitive Security Legend-For Inclusion in Definitive 
Securities Only]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY 
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY 
THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE 
TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD UNDER 
RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT WHICH 
IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN 
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) 
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE 
DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, 
(2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE 
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN 
THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN 
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE 
ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON 
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN 
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE 
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES 
ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE 
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN 
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL 
ACCREDITED INVESTOR") (AS INDICATED BY THE BOX CHECKED BY THE 
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS 
SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES 
AND NOT FOR DISTRIBUTION AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS 
TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN 
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON 
TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER 
MAY BE OBTAINED FROM THE TRUSTEE), (5) PURSUANT TO AN EXEMPTION 
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF 
APPLICABLE) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX 
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE 
REVERSE OF THIS SECURITY) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION 
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH 
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  
PRIOR TO A TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT 
TO CLAUSE (6) ABOVE), THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH 
TRANSFER, FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES 
AND OTHER INFORMATION AND, IN THE CASE OF A TRANSFER PURSUANT TO 
CLAUSE (5) ABOVE, A LEGAL OPINION AS THEY MAY REASONABLY REQUIRE TO 
CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE 
FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS 
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT 
IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL 
ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR 
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NOT A U.S. PERSON 
AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN 
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 
UNDER) REGULATION S UNDER THE SECURITIES ACT.  IN ANY CASE THE HOLDER 
HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING 
TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK 
ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE 
SECURITIES ACT.


No.  	CUSIP No. [Global Security: 125945 AA 3]
	[Definitive Security: 125945 AB 1]
5% Convertible Subordinated Note due 2006
CNET, Inc.
CNET, Inc., a Delaware corporation (the "Company"), promises to pay to 
_________________________________________________________________ or  
registered 
assigns, the principal sum [indicated on Schedule A hereof]* [of _________ 
Dollars 
($_________)]** on March 1, 2006.
Interest Payment Dates:  March 1 and September 1, commencing September 1, 
1999.
Record Dates: February 15 and August 15.
Reference is hereby made to the further provisions of this Security set 
forth on the 
reverse hereof which further provisions shall for all purposes have the 
same effect as if set forth 
at this place.
[Signature Page Follows]

IN WITNESS WHEREOF, CNET, Inc. has caused this Security to be signed 
manually or 
by facsimile by its duly authorized Officers and its corporate seal or a 
facsimile thereof to be 
affixed hereto or imprinted hereon.
							CNET, INC.,
By:  	
Name:
Title:
[Seal]
By:  	
Name:
Title:
Dated:  
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities described in the within-
mentioned Indenture.
THE BANK OF NEW YORK, as Trustee,
by ______________________________________
Authorized Signatory

CNET, Inc.
5% Convertible Subordinated Note due 2006
1. Interest. CNET, Inc., a Delaware corporation (the "Company"), is the 
issuer of the 
5% Convertible Subordinated Notes due 2006 (the "Securities"), of which 
this Security is a part.  
The Company promises to pay interest on the Securities in cash semiannually 
on each March 1 
and September 1, commencing on September 1, 1999, to holders of record at 
the close of 
business on the immediately preceding February 15 or August 15, as the case 
may be.
Interest on the Securities will accrue from the most recent date to which 
interest has been 
paid, or if no interest has been paid, from March 8, 1999.  Interest will 
be computed on the basis 
of a 360-day year of twelve 30-day months.  To the extent lawful, the 
Company shall pay interest 
(including post-petition interest in any proceeding under any Bankruptcy 
Law) on overdue 
principal of and premium, if any, interest, and Liquidated Damages, if any, 
on the Securities (in 
each case without regard to any applicable grace period) at the Default 
Rate, compounded semi-
annually.
2. Method of Payment.  The Company will pay interest and Liquidated 
Damages, if 
any, on the Securities (except Defaulted Interest) to the Persons who are 
registered holders of the 
Securities at the close of business on the record date for the applicable 
interest payment date 
even though Securities are canceled after the record date and on or before 
the interest payment 
date.  The Noteholder hereof must surrender Securities to a Paying Agent to 
collect principal 
payments.  The Company will pay principal, premium, if any, interest and 
Liquidated Damages, 
if any, in money of the United States that at the time of payment is legal 
tender for payment of 
public and private debts.  However, the Company may pay interest by check 
payable in such 
money.  It may mail an interest check to a holder's registered address.
3. Paying Agent and Registrar.  The Trustee will act as Paying Agent, 
Registrar and 
Conversion Agent.  The Company may change any Paying Agent, Registrar, or 
Conversion 
Agent without prior notice. 
4. Indenture.  The Company issued the Securities under an indenture, dated 
as of 
March 8, 1999 (the "Indenture"), between the Company and The Bank of New 
York, as Trustee.  
The terms of the Securities include those stated in the Indenture and those 
made part of the 
Indenture by the Trust Indenture Act of 1939 (15 U.S. Code    77aaa-77bbbb) 
as in effect on the 
date of the Indenture.  The Securities are subject to, and qualified by, 
all such terms, certain of 
which are summarized hereon, and Noteholders are referred to the Indenture 
and such Act for a 
statement of such terms.  The Securities are general unsecured obligations 
of the Company 
limited to an aggregate principal amount of up to $187,500,000.  The 
Indenture does not limit the 
ability of the Company or any of its Subsidiaries to incur indebtedness or 
to grant security 
interests or liens in respect of their assets.
5. Optional Redemption.  The Securities are not redeemable at the Company's 
option 
prior to March 6, 2002.  On such date and thereafter, the Securities will 
be subject to redemption 
at the option of the Company, in whole or from time to time in part (in any 
integral multiple of 
$1,000), at the following redemption prices (expressed as percentages of 
the principal amount), if 
redeemed during the 12-month period beginning March 1 of the years 
indicated (or March 6 in 
the case of 2002):
	Year
Redemption Price
2002	
102.857%
2003	
102.143%
2004	
101.429%
2005	
100.714%


in each case together with accrued interest and Liquidated Damages, if any, 
to (but excluding) 
the redemption date (subject to the right of holders of record on the 
relevant record date to 
receive interest and Liquidated Damages, if any, due on the corresponding 
interest payment 
date).  On or after the redemption date, interest and Liquidated Damages, 
if any, will cease to 
accrue on the Securities, or portions thereof, called for redemption unless 
the Company shall 
default in the payment of the redemption price and accrued interest and 
Liquidated Damages, if 
any, payable on the redemption date on the Securities to be redeemed.
6. Notice of Redemption.  Notice of redemption will be mailed at least 30 
days but 
not more than 60 days before the redemption date to each holder of the 
Securities to be redeemed 
at his address of record.  Securities in denominations larger than $1,000 
may be redeemed in part 
but only in integral multiples of $1,000.  In the event of a redemption of 
less than all of the 
Securities, the Securities will be chosen for redemption by the Trustee in 
accordance with the 
Indenture.  Unless the Company defaults in making such redemption payment 
(including accrued 
interest and Liquidated Damages, if any), or a Paying Agent is prohibited 
from making such 
payment pursuant to the Indenture, by law or otherwise, interest and 
Liquidated Damages, if 
applicable cease to accrue on the Securities or portions of them called for 
redemption on and 
after the redemption date.
If this Security is redeemed subsequent to a record date with respect to 
any interest 
payment date specified above and on or prior to such interest payment date, 
then any accrued 
interest and Liquidated Damages, if any, will be paid to the person in 
whose name this Security 
is registered at the close of business on such record date.
7. Mandatory Redemption.  The Company will not be required to make 
mandatory 
redemption payments with respect to the Securities.  There are no sinking 
fund payments with 
respect to the Securities.
8. Repurchase at Option of Holder.  If there is a Designated Event, the 
Company 
shall be required to offer to purchase on the Designated Event Payment Date 
all outstanding 
Securities at a purchase price equal to 100% of the principal amount 
thereof, plus accrued and 
unpaid interest and Liquidated Damages, if any, to the Designated Event 
Payment Date; 
provided that, on the terms and subject to the conditions set forth in the 
Indenture, the Company 
shall not be required to offer to purchase the Securities as aforesaid if 
the Company has given 
notice of redemption of all of the outstanding Securities to holders in 
accordance with the 
Indenture.  Holders of Securities that are subject to an offer to purchase 
will receive a Designated 
Event Offer from the Company prior to any related Designated Event Payment 
Date and may 
elect to have such Securities or portions thereof in authorized 
denominations purchased by 
completing the form entitled "Option of Noteholder To Elect Purchase" 
appearing below.  
Noteholders have the right to withdraw their election by delivering a 
written notice of 
withdrawal to the Company or the Paying Agent in accordance with the terms 
of the Indenture.
9. Subordination.  The payment of the principal of, premium, if any, on, 
interest and 
Liquidated Damages, if any, on and any other amounts due on the Securities 
is subordinated in 
right of payment to all existing and future Senior Debt of the Company, as 
described in the 
Indenture.  Each Noteholder, by accepting a Security, agrees to such 
subordination and 
authorizes and directs the Trustee on its behalf to take such action as may 
be necessary or 
appropriate to effectuate the subordination so provided and appoints the 
Trustee as its attorney-
in-fact for such purpose.
10. Conversion.  The holder of any Security has the right, exercisable at 
any time 
after 90 days following the Issuance Date and prior to the close of 
business on the Business Day 
immediately preceding the final maturity date of the Security, to convert 
the principal amount 
thereof (or any portion thereof that is an integral multiple of $1,000) 
into shares of Common 
Stock at the initial Conversion Price of $149.625 per share, subject to 
adjustment under certain 
circumstances as provided in the Indenture, except that if a Security is 
called for redemption, the 
conversion right will terminate at the close of business on the Business 
Day immediately 
preceding the date fixed for redemption (unless the Company shall default 
in making the 
redemption payment, including interest and Liquidated Damages, if any, when 
it becomes due, in 
which case the conversion right shall terminate at the close of business on 
the date on which such 
default is cured). As further provided in the Indenture, the Company agrees 
that, upon the 
occurrence of the Stock Split (which it is currently contemplated will 
occur on the date of the 
Indenture), the Conversion Price shall be automatically adjusted to 
$74.8125 per share.
Beneficial owners of interests in Global Securities may exercise their 
right of conversion 
by delivering to the Depositary the appropriate instructions for conversion 
pursuant to the 
Depositary's procedures.  To convert a certificated Security, the holder 
must (1) complete and 
sign a notice of election to convert substantially in the form set forth 
below (or complete and 
manually sign a facsimile thereof) and deliver such notice to a Conversion 
Agent, (2) surrender 
the Security to a Conversion Agent, (3) furnish appropriate endorsements or 
transfer documents 
if required by the Conversion Agent and (4) pay any transfer or similar 
tax, if required by the 
Conversion Agent.  Upon conversion, no adjustment or payment will be made 
for accrued and 
unpaid interest or Liquidated Damages, if any, on the Securities so 
converted or for dividends or 
distributions on, or Liquidated Damages, if any, attributable to, any 
Common Stock issued on 
conversion of the Securities, except that, if any Noteholder surrenders a 
Security for conversion 
after the close of business on a record date for the payment of interest 
and prior to the opening of 
business on the next interest payment date, then, notwithstanding such 
conversion, the interest 
payable on such interest payment date will be paid on such interest payment 
date to the person 
who was the registered holder of such Security on such record date. Any 
Securities surrendered 
for conversion during the period after the close of business on any record 
date for the payment of 
interest and before the opening of business on the next succeeding interest 
payment date (except 
Securities called for redemption on a redemption date or to be repurchased 
on a Designated 
Event Payment Date during such period) must be accompanied by payment in an 
amount equal 
to the interest and Liquidated Damages, if any, payable on such interest 
payment date on the 
principal amount of Securities so converted.  The number of shares of 
Common Stock issuable 
upon conversion of a Security is determined by dividing the principal 
amount of the Security 
converted by the Conversion Price in effect on the Conversion Date.  No 
fractional shares will be 
issued upon conversion but a cash adjustment will be made for any 
fractional interest.
A Security in respect of which a holder has delivered an "Option of 
Noteholder to Elect 
Purchase" form appearing below exercising the option of such holder to 
require the Company to 
purchase such Security may be converted only if the notice of exercise is 
withdrawn as provided 
above and in accordance with the terms of the Indenture.  The above 
description of conversion of 
the Securities is qualified by reference to, and is subject in its entirety 
to, the more complete 
description thereof contained in the Indenture.
11. Registration Agreement.  The holder of this Security is entitled to the 
benefits of a 
Registration Agreement, dated March 8, 1999, between the Company and the 
Initial Purchasers 
(the "Registration Agreement").  Pursuant to the Registration Agreement the 
Company has 
agreed for the benefit of the holders of the Securities and the Common 
Stock issued and issuable 
upon conversion of the Securities, that (i) it will, at its cost, within 60 
days after the Closing 
Date, file a shelf registration statement (the "Shelf Registration 
Statement") with the Securities 
and Exchange Commission (the "Commission") with respect to resales of the 
Securities and the 
Common Stock issuable upon conversion thereof, (ii) the Company will use 
its reasonable best 
efforts to cause such Shelf Registration Statement to be declared effective 
by the Commission 
under the Securities Act within 150 days after the Closing Date and (iii) 
the Company will keep 
such Shelf Registration Statement continuously effective under the 
Securities Act until the 
earliest of (a) the second anniversary of the Closing Date or, if later, 
the second anniversary of 
the last date on which any Securities are issued upon exercise of the 
Initial Purchasers' over-
allotment option, (b) the date on which the Securities or the Common Stock 
issuable upon 
conversion thereof may be sold to Persons who are not "affiliates" (as 
defined in Rule 144) of the 
Company pursuant to paragraph (k) of Rule 144 (or any successor provision) 
promulgated by the 
Commission under the Securities Act, (c) the date as of which the 
Securities or the Common 
Stock issuable upon conversion thereof have been transferred pursuant to 
Rule 144 under the 
Securities Act (or any similar provision then in force) and (d) the date as 
of which all the 
Securities or the Common Stock issuable upon conversion thereof have been 
sold pursuant to 
such Shelf Registration Statement.
If the Shelf Registration Statement (i) is not filed with the Commission on 
or prior to 60 
days, or has not been declared effective by the Commission within 150 days, 
after the Closing 
Date or (ii) is filed and declared effective but shall thereafter cease to 
be effective (without being 
succeeded immediately by a replacement shelf registration statement filed 
and declared 
effective) or cease to be usable (including, without limitation, as a 
result of a Suspension Period 
as defined below) for the offer and sale of Transfer Restricted Securities 
(as defined below) for a 
period of time (including any Suspension Period) which shall exceed 60 days 
in the aggregate in 
any 12-month period during the period beginning on the Closing Date and 
ending on the second 
anniversary of the Closing Date or, if later, the second anniversary of the 
last date on which any 
Securities are issued upon exercise of the Initial Purchasers' over-
allotment option (each such 
event referred to in clauses (i) and (ii) being referred to herein as a 
"Registration Default"), the 
Company will pay liquidated damages ("Liquidated Damages") to each holder 
of Transfer 
Restricted Securities which has complied with its obligations under the 
Registration Agreement.  
The amount of Liquidated Damages payable during any period in which a 
Registration Default 
shall have occurred and be continuing is that amount which is equal to one-
quarter of one percent 
(25 basis points) per annum per $1,000 principal amount of Securities and 
$2.50 per annum per 
6.68338 shares of Common Stock (subject to adjustment from time to time in 
the event of a stock 
split, stock recombination, stock dividend and the like) constituting 
Transfer Restricted 
Securities for the first 90 days during which a Registration Default has 
occurred and is 
continuing and one-half of one percent (50 basis points) per annum per 
$1,000 principal amount 
of Securities and $5.00 per annum per 6.68338 shares of Common Stock 
(subject to adjustment 
as set forth above) constituting Transfer Restricted Securities for any 
additional days during 
which such Registration Default has occurred and is continuing; provided 
that, as further 
provided in the Registration Agreement, the Company hereby agrees that, 
upon the occurrence of 
the Stock Split (which it is currently contemplated will occur on the date 
of the Indenture), the 
Liquidated Damages payable in respect of Common Stock shall be 
automatically adjusted to 
$2.50 per annum per 13.36675 shares of Common Stock for the first such 90 
days during which 
a Registration Default has occurred and is continuing and $5.00 per annum 
per 13.36675 shares 
of Common Stock for any additional days during which such Registration 
Default has occurred 
and is continuing (in each case subject to further adjustment from time to 
time in the event of a 
stock split, stock recombination, stock dividend and the like). The Company 
will pay all accrued 
Liquidated Damages by wire transfer of immediately available funds or by 
federal funds check 
on each Damages Payment Date, and Liquidated Damages will be calculated on 
the basis of a 
360-day year consisting of twelve 30-day months.  Following the cure of a 
Registration Default, 
Liquidated Damages will cease to accrue with respect to such Registration 
Default.
"Transfer Restricted Securities" means each Security and each share of 
Common Stock 
issued on conversion thereof until the date on which such Security or 
share, as the case may be, 
(i) has been transferred pursuant to the Shelf Registration Statement or 
another registration 
statement covering such Security or share which has been filed with the 
Commission pursuant to 
the Securities Act, in either case after such registration statement has 
become and while such 
registration statement is effective under the Securities Act, (ii) has been 
transferred pursuant to 
Rule 144 under the Securities Act (or any similar provision then in force), 
or (iii) may be sold or 
transferred pursuant to Rule 144(k) under the Securities Act (or any 
similar provision then in 
force).
Pursuant to the Registration Agreement, the Company may suspend the use of 
the 
prospectus which is a part of the Shelf Registration Statement for a period 
not to exceed 30 days 
in any three-month period or for three periods not to exceed an aggregate 
of 90 days in any 
twelve-month period under certain circumstances (each, a "Suspension 
Period"); provided that 
the existence of a Suspension Period will not prevent the occurrence of a 
Registration Default or 
otherwise limit the obligation of the Company to pay Liquidated Damages.
	The above description of certain provisions of the Registration 
Agreement is 
qualified by reference to, and is subject in its entirety to, the more 
complete description thereof 
contained in the Registration Agreement.
12. Denominations, Transfer, Exchange and Replacement.  The Securities are 
in 
registered form, without coupons, in denominations of $1,000 and integral 
multiples of $1,000.  
The transfer of Securities may be registered, and Securities may be 
exchanged, as provided in the 
Indenture.  The Registrar may require a Noteholder, among other things, to 
furnish appropriate 
endorsements and transfer documents and to pay any taxes and fees required 
by law or permitted 
by the Indenture.  The Registrar need not exchange or register the transfer 
of any Security or 
portion of a Security selected for redemption (except the unredeemed 
portion of any Security 
being redeemed in part).  Also, it need not exchange or register the 
transfer of any Security for a 
period beginning at the opening of business 15 days before the day of 
mailing of a notice of 
redemption of Securities and ending at the close of business on the day of 
such mailing.  
Replacement Securities for lost, stolen or mutilated Securities may be 
issued in accordance with 
the terms of the Indenture.
13. Persons Deemed Owners.  The registered Noteholder of a Security may be 
treated 
as its owner for all purposes.
14. Unclaimed Money.  If money for the payment of principal of or premium, 
if any, 
interest or Liquidated Damages, if any, on Securities remains unclaimed for 
two years, the 
Trustee and the Paying Agent shall pay the money back to the Company at its 
written request.  
After that, Noteholders of Securities entitled to the money must look to 
the Company for 
payment, unless an abandoned property law designates another person, and 
all liability of the 
Trustee and such Paying Agent with respect to such money shall cease.
15. Defaults and Remedies.  The Securities shall have the Events of Default 
as set 
forth in Section 8.01 of the Indenture.  Subject to certain limitations in 
the Indenture, if an Event 
of Default occurs and is continuing, the Trustee by notice to the Company 
or the Noteholders of 
at least 25% in aggregate principal amount of the then outstanding 
Securities by notice to the 
Company and the Trustee may declare all the Securities to be due and 
payable immediately, 
except that in the case of an Event of Default arising from certain events 
of bankruptcy or 
insolvency, all unpaid principal, premium, if any, and accrued and unpaid 
interest and Liquidated 
Damages, if any, on the Securities shall become due and payable immediately 
without further 
action or notice.  Upon acceleration as described in either of the 
preceding sentences, the 
subordination provisions of the Indenture preclude any payment being made 
to Noteholders for 
at least 5 Business Days except as otherwise provided in the Indenture.
The Noteholders of a majority in principal amount of the Securities then 
outstanding by 
written notice to the Trustee may rescind an acceleration and its 
consequences if the rescission 
would not conflict with any judgment or decree and if all existing Events 
of Default have been 
cured or waived except nonpayment of principal, premium, if any, Liquidated 
Damages, if any, 
and interest that has become due solely because of the acceleration.  
Noteholders may not 
enforce the Indenture or the Securities except as provided in the 
Indenture.  Subject to certain 
limitations, Noteholders of a majority in principal amount of the then 
outstanding Securities 
issued under the Indenture may direct the Trustee in its exercise of any 
trust or power.  The 
Company must furnish compliance certificates to the Trustee annually.  The 
above description of 
Events of Default and remedies is qualified by reference to, and subject in 
its entirety to, the 
more complete description thereof contained in the Indenture.
16. Amendments, Supplements and Waivers.  Subject to certain exceptions, 
the 
Indenture or the Securities may be amended or supplemented with the consent 
of the Noteholders 
of at least a majority in principal amount of the then outstanding 
Securities (including consents 
obtained in connection with a tender offer or exchange offer for 
Securities), and any existing 
default may be waived with the consent of the Noteholders of a majority in 
principal amount of 
the then outstanding Securities (including consents obtained in connection 
with a tender offer or 
exchange offer for Securities).  Without the consent of any Noteholder, the 
Indenture or the 
Securities may be amended, among other things, to cure any ambiguity, 
defect or inconsistency, 
to provide for assumption by a successor of the Company's obligations to 
Noteholders, to make 
any change that does not adversely affect the rights of any Noteholder, to 
qualify the Indenture 
under the TIA, or to comply with the requirements of the SEC in order to 
maintain the 
qualification of the Indenture under the TIA.
17. Trustee Dealings with the Company.  The Trustee, in its individual or 
any other 
capacity, may become the owner or pledgee of the Securities and may 
otherwise deal with the 
Company or an Affiliate of the Company with the same rights it would have, 
as if it were not 
Trustee, subject to certain limitations provided for in the Indenture and 
in the TIA.  Any Agent 
may do the same with like rights.
18. No Recourse Against Others.  A director, officer, employee or 
stockholder, as 
such, of the Company shall not have any liability for any obligations of 
the Company under the 
Securities or the Indenture or for any claim based on, in respect of or by 
reason of such 
obligations or their creation.  Each Noteholder, by accepting a Security, 
waives and releases all 
such liability.  The waiver and release are part of the consideration for 
the issue of the Securities.
19. Governing Law; Indenture to Control.  THE INTERNAL LAWS OF THE 
STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE SECURITIES 
WITHOUT REGARD, TO THE EXTENT PERMITTED BY LAW, TO CONFLICT OF LAW 
PROVISIONS THEREOF. IN THE EVENT OF ANY CONFLICT BETWEEN THE 
PROVISIONS OF THIS SECURITY ON THE ONE HAND AND THE INDENTURE OR THE 
REGISTRATION AGREEMENT, ON THE OTHER HAND, THE PROVISIONS OF THE 
INDENTURE OR THE REGISTRATION AGREEMENT, AS THE CASE MAY BE, SHALL 
CONTROL.
20. Authentication.  The Securities shall not be valid until authenticated 
by the 
manual signature of an authorized signatory of the Trustee or an 
authenticating agent.
21. Abbreviations.  Customary abbreviations may be used in the name of a 
Noteholder or an assignee, such as: TEN COM (for tenants in common), TEN 
ENT (for tenants 
by the entireties), JT TEN (for joint tenants with right of survivorship 
and not as tenants in 
common), CUST (for Custodian), and U/G/M/A (for Uniform Gifts to Minors 
Act).
22. Definitions.  Capitalized terms not defined in this Security have the 
meanings 
given to them in the Indenture.
The Company will furnish to any Noteholder of the Securities upon written 
request and 
without charge a copy of the Indenture and the Registration Agreement.  
Request may be made 
to:
CNET, Inc.
Attention:  Chief Financial Officer
150 Chestnut Street
San Francisco, California  94111

CERTIFICATE OF TRANSFER
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
___________________________________________________________________________
__
(Insert assignee's social security or tax I.D. no.)
___________________________________________________________________________
__
___________________________________________________________________________
__
___________________________________________________________________________
__
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________ agent to 
transfer this 
Security on the books of the Company.  The agent may substitute another to 
act for him.
Your Signature:  	
(Sign exactly as your name appears on the other side of 
this Security)
Date:  ___________________
Medallion Signature Guarantee: _____________________________
[For inclusion only if this Security bears a Restricted Securities Legend]  
In connection with 
any transfer of any of the Securities evidenced by this certificate which 
are "restricted securities" 
(as defined in Rule 144 (or any successor thereto) under the Securities 
Act), the undersigned 
confirms that such Securities are being transferred:
CHECK ONE BOX BELOW
(1)	?	to the Company; or
(2)	?	pursuant to and in compliance with Rule 144A under the 
Securities 
Act of 1933; or
(3)	?	pursuant to and in compliance with Regulation S under the 
Securities 
Act of 1933; or
(4)	?	to an institutional "accredited investor" (as defined in Rule 
501(a)(1), 
(2), (3) or (7) under the Securities Act of 1933) that has furnished to 
the Trustee a signed letter containing certain representations and 
agreements (the form of which letter can be obtained from the 
Trustee); or
(5)	?	pursuant to an exemption from registration under the Securities 
Act of 
1933 provided by Rule 144 thereunder.
Unless one of the boxes is checked, the Registrar will refuse to register 
any of the 
Securities evidenced by this certificate in the name of any person other 
than the 
registered holder thereof; provided, however, that if box (3), (4) or (5) 
is checked, 
the Trustee may require, prior to registering any such transfer of the 
Securities, 
such certifications and other information, and if box (5) is checked such 
legal 
opinions, as the Company has reasonably requested in writing, by delivery 
to the 
Trustee of a standing letter of instruction, to confirm that such transfer 
is being 
made pursuant to an exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act of 1933; provided that this 
paragraph shall not be applicable to any Securities which are not 
"restricted 
securities" (as defined in Rule 144 (or any successor thereto) under the 
Securities 
Act).
Your Signature:  	
(Sign exactly as your name appears on the other side of 
this Security)
			Date:  	__________________

Medallion Signature Guarantee:
________________________________


[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE A
The initial principal amount of this Global Security shall be $?.  The 
following increases 
or decreases in the principal amount of this Global Security have been 
made:




Date Made
Amount of 
increase in 
Principal 
Amount of this 
Global Security 
including upon 
exercise of over-
allotment option


Amount of 
decrease in 
Principal Amount 
of this Global 
Security


Principal Amount 
of this Global 
Security following 
such decrease or 
increase


Signature of 
authorized 
signatory of 
Trustee or 
Securities 
Custodian



























































































OPTION OF NOTEHOLDER TO ELECT PURCHASE
If you want to elect to have this Security or a portion thereof repurchased 
by the 
Company pursuant to Section 3.08 or 4.07 of the Indenture, check the box: ?
If the purchase is in part, indicate the portion ($1,000 or any integral 
multiple thereof) to 
be purchased:  ____________
Your Signature:  	
(Sign exactly as your name appears on the other 
side of this Security)
Date:  ____________
Medallion Signature Guarantee: _______________________

ELECTION TO CONVERT
To CNET, Inc.:
The undersigned owner of this Security hereby irrevocably exercises the 
option to 
convert this Security, or the portion below designated, into Common Stock 
of CNET, Inc. in 
accordance with the terms of the Indenture referred to in this Security, 
and directs that the shares 
issuable and deliverable upon conversion, together with any check in 
payment for fractional 
shares, be issued in the name of and delivered to the undersigned, unless a 
different name has 
been indicated below.  If shares are to be issued in the name of a person 
other than the 
undersigned, the undersigned will pay all transfer taxes payable with 
respect thereto.
The undersigned agrees to be bound by the terms of the Registration 
Agreement relating 
to the Common Stock issued upon conversion of the Securities.
If you want to convert this Security in whole, check the box below.  If you 
want to 
convert this Security in part, indicate the portion of this Security to be 
converted in the space 
provided below.
In whole	?		or		Portion of Security to be
	converted ($1,000 or any integral 
multiple thereof):
$______________
Date:	______________	Your Signature:  	
(Sign exactly as your name appears on the 
other side of this Security)
Medallion Signature Guarantee:

__________________________________________


Please print or typewrite your name and address, including zip code, and 
social security or other 
identifying number:



If the Common Stock is to be issued and delivered to someone other than 
you, please print or 
typewrite the name and address, including zip code, and social security or 
other identifying 
number of that person:

EXHIBIT B
FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM GLOBAL SECURITY OR DEFINITIVE SECURITY
TO DEFINITIVE SECURITY
(Transfers pursuant to   2.06(a)(ii) or   2.06(a)(iii) of the Indenture)
The Bank of New York, as Registrar
Attn:  Corporate Trust Trustee Administration
Re:	CNET, Inc. 5% Convertible Subordinated Notes
due 2006 (the "Securities")	
Reference is hereby made to the Indenture dated as of March 8, 1999 (the 
"Indenture") 
between CNET, Inc. and The Bank of New York, as Trustee.  Capitalized terms 
used but not 
defined herein shall have the meanings given them in the Indenture.
This letter relates to U.S. $                                    aggregate 
principal amount of Securities 
which are held [in the form of a [Definitive] [Global Security (CUSIP No. 
_____________)]* in 
the name of [name of transferor] (the "Transferor") to effect the transfer 
of the Securities.
In connection with such request, and in respect of such Securities, the 
Transferor does 
hereby certify that such Securities are being transferred in accordance 
with (i) the transfer 
restrictions set forth in the Securities and the Indenture and (ii) to a 
transferee that the Transferor 
reasonably believes is an institutional "accredited investor" (as defined 
in Rule 501(a)(1), (2), (3) 
or (7) of Regulation D under the U.S. Securities Act of 1933, as amended) 
(an "Institutional 
Accredited Investor") which is acquiring such Securities for its own 
account or for one or more 
accounts, each of which is an Institutional Accredited Investors, over 
which it exercises sole 
investment discretion and (iii) in accordance with applicable securities 
laws of any state of the 
United States; and further certifies that the transferee and each such 
account, if any, is acquiring 
at least $100,000 principal amount of Securities.
[Name of Transferor],
By 	
Name:
Title:
Dated:
cc:  CNET, Inc.
Attn:  Secretary

EXHIBIT C
FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE
(Transfers pursuant to   2.06(a)(ii) and   2.06(a)(iii))
The Bank of New York, as Registrar
Attn:  Corporate Trust Trustee Administration
Re:	CNET, Inc. 5% Convertible Subordinated Notes
due 2006 (the "Securities")	
Reference is hereby made to the Indenture dated as of March 8, 1999 (the 
"Indenture") 
between CNET, Inc., a Delaware corporation (the "Company"), and The Bank of 
New York, as 
Trustee (the "Trustee").  Capitalized terms used but not defined herein 
shall have the meanings 
given them in the Indenture.
In connection with our proposed purchase of $                 aggregate 
principal amount of 
the Securities, which are convertible into shares of common stock ("Common 
Stock") of the 
Company, we confirm that:
1. We understand that the Securities and the Common Stock issuable upon 
conversion thereof have not been registered under the Securities Act of 
1933, as amended 
(the "Securities Act"), and may not be sold except as permitted in the 
following sentence.  
We understand and agree, on our own behalf and on behalf of any accounts 
for which we 
are acting as hereinafter stated, (x) that such Securities are being 
transferred to us in a 
transaction not involving any public offering within the meaning of the 
Securities Act, 
(y) that if we should resell, pledge or otherwise transfer any such 
Securities or any shares 
of Common Stock issuable upon conversion thereof prior to the later of (I) 
the expiration 
of the holding period under Rule 144(k) (or any successor thereto) under 
the Securities 
Act which is applicable to such Securities or shares of Common Stock, as 
the case may 
be, or (II) within three months after we cease to be an affiliate (within 
the meaning of 
Rule 144 under the Securities Act) of the Company, such Securities or the 
Common 
Stock issuable upon conversion thereof may be resold, pledged or 
transferred only (i) to 
the Company, (ii) so long as such Securities are eligible for resale 
pursuant to Rule 144A 
under the Securities Act ("Rule 144A"), to a person whom we reasonably 
believe is a 
"qualified institutional buyer" (as defined in Rule 144A) ("QIB") that 
purchases for its 
own account or for the account of a QIB to whom notice is given that the 
resale, pledge 
or transfer is being made in reliance on Rule 144A (as indicated by the box 
checked by 
the transferor on the Certificate of Transfer on the reverse of the 
certificate for the 
Securities), it being understood that the Common Stock is not eligible for 
resale pursuant 
to Rule 144A, (iii) in an offshore transaction (as defined in Regulation S 
under the 
Securities Act) in accordance with Regulation S under the Securities Act 
(as indicated by 
the box checked by the transferor on the Certificate of Transfer on the 
reverse of the certificate for the Securities or on a comparable 
Certificate of Transfer for the Common Stock issuable upon conversion 
thereof), (iv) to an institution that is an "accredited investor" as 
defined in Rule 501 (a) (1), (2), (3) or (7) under the Securities Act (an 
"Institutional Accredited Investor") (as indicated by the box checked by 
the transferor on the Certificate of Transfer on the reverse of the 
certificate for the Securities or on a comparable Certificate of Transfer 
for the Common Stock issuable upon conversion thereof) that is acquiring 
the securities for its own account or for the account of one or 
more other Institutional Accredited Investors over which it exercises sole 
investment discretion and that prior to such transfer, delivers a signed 
letter to the Company and the Trustee (or the transfer agent in the case of 
Common Stock issuable upon conversion thereof) certifying that it and each 
such account is such an Institutional Accredited Investor and is acquiring 
the Securities or the Common Stock issuable upon conversion thereof for 
investment purposes and not for distribution and agreeing to the 
restrictions on transfer of the Securities or the Common Stock issuable 
upon conversion thereof, (v) pursuant to an exemption from registration 
under the Securities Act provided by Rule 
144 (if applicable) under the Securities Act (as indicated by the box 
checked transferor on the Certificate of Transfer on the reverse of the 
certificate for the Securities or a comparable Certificate of Transfer for 
the Common Stock issuable upon conversion thereof), or (vi) pursuant to an 
effective registration statement under the Securities Act, in each case in 
accordance with any applicable securities laws of any state of the United 
States, and we will notify any purchaser of the Securities or the Common 
Stock issuable upon conversion thereof from us of the above resale 
restrictions, if then applicable.  We 
further understand that in connection with any transfer of the Securities 
or the Common Stock issuable upon conversion thereof (other than a transfer 
pursuant to clause (vi) above) by us that the Company and the Trustee (or 
the transfer agent in the case of Common Stock issuable upon conversion 
thereof) may request, and if so requested we will furnish, such 
certificates and other information and, in the case of a transfer pursuant 
to clause (v) above, a legal opinion as they may reasonably require to 
confirm that any such transfer complies with the foregoing restrictions.  
Finally, we understand that in any case we will not directly or indirectly 
engage in any hedging transactions with regard to the Securities or the 
Common Stock issuable upon conversion of the Securities except as 
permitted by the Securities Act.
2. We are able to fend for ourselves in connection with our purchase of the 
Securities, we have such knowledge and experience in financial and business 
matters as to be capable of evaluating the merits and risks of our 
investment in the Securities, and we and any accounts for which we are 
acting are each able to bear the economic risk of our or its investment and 
can afford the complete loss of such investment.
3. We understand that the minimum principal amount of Securities that may 
be purchased by an Institutional Accredited Investor is $100,000 and also 
represent that we and any accounts for which we are purchasing Securities 
are each purchasing at least such minimum principal amount of Securities.
4. We understand that the Company and others will rely upon the truth and 
accuracy of the foregoing acknowledgments, representations, agreements and 
warranties and we agree that if any of the acknowledgments, 
representations, agreements or warranties made or deemed to have been made 
by us by our purchase of the Securities, for our own account or for one or 
more accounts as to each of which we exercise sole investment discretion, 
are no longer accurate, we shall promptly notify the Company.
5. With respect to the certificates representing Securities we are 
purchasing, 
we understand that such certificates will be in definitive registered form 
and that the notification requirement referred to in (1) above requires 
that, until the expiration of the holding period with respect to sales of 
the Securities under clause (k) of Rule 144 under the Securities Act, that 
such Securities will bear a legend substantially to the following effect:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY 
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY 
THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE 
TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD UNDER 
RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT WHICH 
IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN 
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) 
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE 
DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, 
(2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE 
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN 
THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN 
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE 
ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON 
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN 
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE 
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES 
ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE 
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN 
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL 
ACCREDITED INVESTOR") (AS INDICATED BY THE BOX CHECKED BY THE 
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS 
SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES 
AND NOT FOR DISTRIBUTION AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS 
TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN 
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON 
TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER 
MAY BE OBTAINED FROM THE TRUSTEE), (5) PURSUANT TO AN EXEMPTION 
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF 
APPLICABLE) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX 
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE 
REVERSE OF THIS SECURITY) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION 
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH 
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  
PRIOR TO A TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT 
TO CLAUSE (6) ABOVE), THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH 
TRANSFER, FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES 
AND OTHER INFORMATION AND, IN THE CASE OF A TRANSFER PURSUANT TO 
CLAUSE (5) ABOVE, A LEGAL OPINION AS THEY MAY REASONABLY REQUIRE TO 
CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE 
FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS 
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT 
IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL 
ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR 
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NOT A U.S. PERSON 
AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN 
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 
UNDER) REGULATION S UNDER THE SECURITIES ACT.  IN ANY CASE THE HOLDER 
HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING 
TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK 
ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE 
SECURITIES ACT."
6. With respect to certificates representing shares of Common Stock 
issuable 
upon conversion of the Securities, we understand that the notification 
requirement referred to in (1) above requires that, until the expiration of 
the holding period with respect to sales of such Common Stock under clause 
(k) of Rule 144 under the Securities Act, such certificates will bear a 
legend substantially to the effect set forth as Exhibit D to the Indenture 
and that a copy of such legend may be obtained from the Trustee.
7. We are acquiring the Securities purchased by us for investment purposes, 
and not for distribution, for our own account or for one or more accounts 
as to each of which we exercise sole investment discretion and we are and 
each such account is an Institutional Accredited Investor.
8. You and the Company are entitled to rely on this letter and you and the 
Company are irrevocably authorized to produce this letter or a copy hereof 
to any interested party in any administrative or legal proceeding or 
official inquiry with respect to the matters covered hereby.

Very truly yours,
	
(Name of Purchaser)
By:
	

Dated:  	

cc:   CNET, Inc.
Attn:  Chief Financial Officer
150 Chestnut Street
San Francisco, California  94111

EXHIBIT D
FORM OF RESTRICTED COMMON STOCK LEGEND
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY 
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY 
THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE        
TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD UNDER 
RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT WHICH 
IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN 
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) 
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE 
DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, 
(2) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE 
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES 
ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE 
CERTIFICATE OF TRANSFER APPLICABLE TO THIS SECURITY, THE FORM OF 
WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRANSFER AGENT), 
(3) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN 
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL 
ACCREDITED INVESTOR") (AS INDICATED BY THE BOX CHECKED BY THE 
TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPLICABLE TO THIS 
SECURITY, THE FORM OF WHICH MAY BE OBTAINED FROM THE COMPANY OR 
THE TRANSFER AGENT) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT 
PURPOSES AND NOT FOR DISTRIBUTION, AND THAT, PRIOR TO SUCH TRANSFER, 
DELIVERS TO THE COMPANY AND THE TRANSFER AGENT A SIGNED LETTER 
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE 
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM 
OF WHICH LETTER MAY BE OBTAINED FROM THE COMPANY OR THE TRANSFER 
AGENT), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE 
SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON 
THE CERTIFICATE OF TRANSFER APPLICABLE TO THIS SECURITY, THE FORM OF 
WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRANSFER AGENT) OR 
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE 
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  PRIOR TO A 
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT TO 
CLAUSE (5) ABOVE), THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH 
TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH 
CERTIFICATES AND OTHER INFORMATION AND, IN THE CASE OF A TRANSFER 
PURSUANT TO CLAUSE (4) ABOVE, A LEGAL OPINION AS THEY MAY 
REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS 
SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS.  THE HOLDER 
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE 
BENEFIT OF THE COMPANY THAT IT IS (1) AN INSTITUTION THAT IS AN 
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER 
THE 
SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT 
PURPOSES AND NOT FOR DISTRIBUTION OR (2) NOT A U.S. PERSON AND IS 
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT 
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) 
REGULATION S UNDER THE SECURITIES ACT.  IN ANY CASE THE HOLDER HEREOF 
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION 
WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES 
ACT."

EXHIBIT E

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
OF RESTRICTED COMMON STOCK 
(Transfers pursuant to   5.16(c) of the Indenture)
[Name and Address of Common Stock Transfer Agent]
Re:	CNET, Inc. 5% Convertible Subordinated Notes
due 2006 (the "Securities")	
Reference is hereby made to the Indenture dated as of March 8, 1999 (the 
"Indenture") between CNET, Inc. and The Bank of New York, as Trustee.  
Capitalized terms used but not defined herein shall have the meanings given 
them in the Indenture.This letter relates to _________ shares of Common 
Stock represented by the accompanying certificate(s) that were issued upon 
conversion of Securities and which are held in the name of [name of 
transferor] (the "Transferor") to effect the transfer of such Common Stock.
In connection with the transfer of such shares of Common Stock, the 
undersigned 
confirms that such shares of Common Stock are being transferred:
CHECK ONE BOX BELOW
(1)	?	to the Company; or
(2)	?	pursuant to and in compliance with Regulation S under the 
Securities 
Act of 1933; or
(3)	?	to an institutional "accredited investor" (as defined in Rule 
501(a)(1), 
(2), (3) or (7) under the Securities Act of 1933) that has furnished to 
the transfer agent a signed letter containing certain representations and 
agreements (the form of which letter can be obtained from the 
Company or transfer agent); or(4)	?	pursuant to an exemption from 
registration under the Securities Act of 1933 provided by Rule 144 
thereunder.
Unless one of the boxes is checked, the transfer agent will refuse to 
register any of the Common Stock evidenced by this certificate in the name 
of any person other than the registered holder thereof; provided, however, 
that if box (2), (3) or (4) is checked, the transfer agent may require, 
prior to registering any such transfer of the Common Stock such 
certifications and other information, and if box (4) is checked such legal 
opinions, as the Company has reasonably requested in writing, by delivery 
to the transfer agent of a standing letter of instruction, to confirm that 
such transfer is being made pursuant to an exemption from, or in a 
transaction not subject to, the registration requirements of the Securities 
Act of 1933.
[Name of Transferor],
By 	
Name:
Title:
Dated:
cc:  CNET, Inc.
Attn:  Secretary
*	Applicable to Global Securities only.
**	Applicable to Definitive Securities only.
*	Insert, if appropriate.
 


i
[#74279 v1 nylegal\aaronson\1lbb01!.doc]

008445.00048:0422894.01
Draft 11/__/98
SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
075639.0026  DALLAS  177670 v1
	v
008445.00048:0422894.01

SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10



65
008445.00048:0422894.01

008445.00048:0422894.01

	A-18
008445.00048:0422894.01

SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
A-1
SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
	B-1
008445.00048:0422894.01

SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
B-1

SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
	C-5
008445.00048:0422894.01

SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
C-1
SFLIB1/1073887/11/10951/00012/vigilt/March 10, 1999 - 11:10
	D-2
008445.00048:0422894.01