EXHIBIT-4.1

                                TRUST INDENTURE


                                    between

                             CITY OF LENEXA, KANSAS

                                       and

                               INTRUST BANK, N.A.
                                   as Trustee
                                 ---------------

                          Dated as of September 1, 1998

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


                                   $20,000,000
                             City of Lenexa, Kansas
                        Taxable Industrial Revenue Bonds
                             (LabOne, Inc. Project)
                                  Series 1998A
                                       and
                                   $5,000,000
                             City of Lenexa, Kansas
                  Taxable Subordinate Industrial Revenue Bonds
                             (LabOne, Inc. Project)
                                  Series 1998B
                                       and
                                   $8,000,000
                             City of Lenexa, Kansas
                  Taxable Subordinate Industrial Revenue Bonds
                             (LabOne, Inc. Project)
                                  Series 1998C

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






<PAGE>




                           TRUST INDENTURE

                                                                            Page

Recitals.......................................................................1
Granting Clauses...............................................................2

                              ARTICLE I
      DEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONS

Section 101. Definitions of Words and Terms....................................3
Section 102. General Rules of Interpretation..................................15

                             ARTICLE II
                              THE BONDS

Section 201. Authorized Amount of Bonds.......................................16
Section 202. Limited Nature of Obligations....................................16
Section 203. Form and Denomination of Bonds...................................17
Section 204. Method and Place of Payment of Bonds; Interest Rights
             Preserved........................................................18
Section 205. Execution and Authentication of Bonds............................18
Section 206. Registration, Transfer and Exchange of Bonds.....................19
Section 207. Persons Deemed Owners of Bonds...................................21
Section 208. Issuance and Terms of Bonds......................................22
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds.......................24
Section 210. Cancellation and Destruction of Bonds Upon Payment...............24
Section 211. Authorization of Additional Bonds................................24

                             ARTICLE III
                  REDEMPTION AND PURCHASE OF BONDS

Section 301. Limitation on Redemption.........................................26
Section 302. Redemption of the Bonds..........................................27
Section 303. Selection of Bonds to be Redeemed................................32
Section 304. Notice of Redemption.............................................33
Section 305. Effect of Call for Redemption....................................33
Section 306. Purchase at Bondowner Option.....................................34
Section 307. Purchase on Interest Rate Mode Conversion Date or Substitute
             Letter of Credit Date............................................35
Section 308. Payment of Purchase Price by Tender Agent........................36
Section 309. Sale of Series 1998A Bonds by Remarketing Agent..................37
Section 310. Delivery of Series 1998A Bonds...................................38
Section 311. Delivery of Proceeds of Sales....................................39


                                       i
<PAGE>




                                  ARTICLE IV
       CUSTODY AND APPLICATION OF BOND PROCEEDS; PROJECT FUNDS

Section 401. Creation of Project Funds........................................39
Section 402. Application of Bond Proceeds; Deposit into the Project Funds.....39
Section 403. Disbursements from the Project Funds.............................39

                                    ARTICLE V
                               REVENUES AND FUNDS

Section 501. Creation of the Bond Funds.......................................40
Section 502. Deposits into the Bond Funds.....................................40
Section 503. Application of Moneys in the Bond Funds and Certain
             Other Moneys.....................................................41
Section 504. Letter of Credit.................................................43
Section 505. Payments Due on Days Other Than Business Days....................43
Section 506. Nonpresentment of Bonds..........................................44
Section 507. Payment to the Letter of Credit Provider and the Lessee from
             the Project Funds and the Bond Funds.............................44


                                   ARTICLE VI
                DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND
                               INVESTMENT OF FUNDS

Section 601. Moneys to be Held in Trust.......................................44
Section 602. Investment of Moneys in Funds....................................45


                                   ARTICLE VII
                       PARTICULAR COVENANTS AND PROVISIONS

Section 701. Payment of Principal, Redemption Premium, if any, and
             Interest.........................................................45
Section 702. Authority to Execute Indenture and Issue Bonds...................45
Section 703. Performance of Covenants.........................................45
Section 704. Instruments of Further Assurance.................................45
Section 705. Inspection of Project Books......................................46
Section 706. Enforcement of Rights Under the Lease Agreement..................46

                                  ARTICLE VIII
                              DEFAULT AND REMEDIES
Section 801. Events of Default................................................46
Section 802. Acceleration.....................................................47
Section 803. Surrender of Possession of Trust Estate; Rights and Duties
             of Trustee in Possession.........................................47
Section 804. Appointment of Receivers in Event of Default.....................48
Section 805. Exercise of Remedies by the Trustee..............................48
Section 806. Limitation on Exercise of Remedies by Bondowners.................49
Section 807. Right of Bondowners to Direct Proceedings........................50


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<PAGE>


Section 808. Application of Moneys in Event of Default........................50
Section 809. Remedies Cumulative..............................................52
Section 810. Delay or Omission Not Waiver.....................................52
Section 811. Effect of Discontinuance of Proceedings..........................52
Section 812. Waivers of Events of Default.....................................52
Section 813. Opportunity of Lessee and the Letter of Credit Provider to
             Cure Defaults....................................................53
Section 814. Letter of Credit Provider to Direct Trustee......................53
Section 815. Rights of Letter of Credit Provider..............................53
Section 816. Surrender of Letter of Credit....................................54

                                   ARTICLE IX
                   TRUSTEE, REMARKETING AGENT AND TENDER AGENT

Section 901. Acceptance of the Trusts.........................................54
Section 902. Fees, Charges and Expenses of the Trustee........................58
Section 903. Notice to Bondowners, the Issuer and the Letter of Credit
             Provider if Default Occurs.......................................58
Section 904. Intervention by the Trustee......................................58
Section 905. Successor Trustee Upon Merger, Consolidation or Sale.............58
Section 906. Resignation of Trustee or Paying Agent...........................59
Section 907. Removal of Trustee or Paying Agent...............................59
Section 908. Appointment of Successor Trustee or Paying Agent.................59
Section 909. Vesting of Trusts in Successor Trustee...........................59
Section 910. Right of Trustee to Pay Taxes and Other Charges..................60
Section 911. Trust Estate May Be Vested in Co-trustee.........................60
Section 912. Annual Accounting................................................61
Section 913. Remarketing Agent................................................61
Section 914. Qualifications of Remarketing Agent..............................61
Section 915. Tender Agent.....................................................62
Section 916. Qualifications of Tender Agent...................................62

                                    ARTICLE X
                             SUPPLEMENTAL INDENTURES

Section 1001. Supplemental Indentures Not Requiring Consent of Bondowners.....63
Section 1002. Supplemental Indentures Requiring Consent of Bondowners.........64
Section 1003. Consent of the Letter of Credit Provider and the Lessee to
              Supplemental Indentures.........................................65
Section 1004. Opinion of Bond Counsel.........................................65
Section 1005. Notice of Supplemental Indenture to Remarketing Agent...........65

                                   ARTICLE XI
                  SUPPLEMENTAL LEASE AGREEMENTS AND AMENDMENTS
                             TO THE LETTER OF CREDIT

Section 1101. Supplemental Lease Agreements and Amendments to the Letter
              of Credit Not Requiring Consent of Bondowners...................65
Section 1102. Supplemental Lease Agreements and Amendments to the Letter of
              Credit Requiring Consent of Bondowners..........................65
Section 1103. Consent of the Letter of Credit Provider to Supplemental Lease
              Agreements......................................................66

                                      iii
<PAGE>


Section 1104. Opinion of Bond Counsel.........................................66
Section 1105. Notice of Supplemental Lease to Remarketing Agent...............66

                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 1201. Satisfaction and Discharge of the Indenture.....................66
Section 1202. Bonds Deemed to be Paid.........................................67

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

Section 1301. Consents and Other Instruments by Bondowners....................68
Section 1302. Limitation of Rights Under the Indenture........................68
Section 1303. Notices.........................................................68
Section 1304. Consent of Subordinate Bondowners Not Applicable................70
Section 1305. Effect of Default of Letter of Credit Provider or Payment 
              of Parity Bonds.................................................70
Section 1306. Execution in Counterparts.......................................70
Section 1307. Severability....................................................70
Section 1308. Governing Law...................................................70

Exhibit A-1 - Form of Series 1998A Bonds  
Exhibit A-2 - Form of Series 1998B Bonds  
Exhibit A-3 - Form of Series 1998C Bonds  
Exhibit B - Notice of Interest Rate Adjustment  
Exhibit C - Bondowner  Election Notice  
Exhibit D - Notice of Interest Rate Mode Conversion  
Exhibit E - Notice of Substitute Letter of Credit
Exhibit F - Written Request for Disbursement Form




                                       iv
<PAGE>



                                 TRUST INDENTURE


      THIS TRUST  INDENTURE,  dated as of September  1, 1998 (the  "Indenture"),
between  the CITY OF LENEXA,  KANSAS,  a  municipal  corporation  organized  and
existing under the laws of the state of Kansas (the "Issuer"), and INTRUST BANK,
N.A., a national banking  association duly organized and existing and authorized
to accept and execute  trusts of the character  herein set out under the laws of
the United States of America,  and having its principal  corporate  trust office
located in Wichita, Kansas (the "Trustee").  All capitalized terms not otherwise
defined shall have the meanings set forth in Section 101 hereof.

      RECITALS:

      1. The Issuer is  authorized  under the  provisions  of K.S.A.  12-1740 to
12-1749d,  inclusive, as amended (the "Act"), to purchase,  acquire,  construct,
improve and equip certain  facilities  within its  jurisdiction  for  commercial
purposes,  to enter into leases and  lease-purchase  agreements with any person,
firm or corporation for the  facilities,  to issue revenue bonds for the purpose
of paying the cost of the  facilities,  and to pledge the income and revenues to
be derived from the  operation of such  facilities  to secure the payment of the
principal of and interest on such bonds.

      2. At the request of LabOne,  Inc., a Delaware corporation (the "Lessee"),
the Issuer desires to finance the  construction,  improvement and equipping of a
commercial  facility (the  "Project"),  by acquiring the Project and leasing the
Project to the Lessee  pursuant  to the terms of a Lease  Agreement  dated as of
September 1, 1998 (the "Lease Agreement"), between the Issuer and the Lessee.

      3. The Lease  Agreement  provides  for lease  payments by the Lessee which
will be sufficient to pay the principal of, redemption premium, if any, purchase
price,  and the interest on the Series  1998A Bonds,  the Series 1998B Bonds and
Series 1998C Bonds issued by the Issuer under this  Indenture for the purpose of
providing funds to finance the Project.

      4.  Pursuant  to the Act,  the  Issuer  has  authorized  the  issuance  of
$20,000,000  principal amount of Taxable Industrial Revenue Bonds (LabOne,  Inc.
Project) Series 1998A (the "Series 1998A Bonds"), $5,000,000 principal amount of
Taxable  Subordinate  Industrial Revenue Bonds (LabOne,  Inc.  Project),  Series
1998B (the "Series 1998B  Bonds"),  and $8,000,000  principal  amount of Taxable
Subordinate  Industrial Revenue Bonds (LabOne, Inc. Project),  Series 1998C (the
"Series 1998C Bonds") under this Indenture  (the Series 1998A Bonds,  the Series
1998B Bonds,  the Series 1998C Bonds and any Additional  Bonds as defined herein
are referred to collectively as the "Bonds").

      5. The proceeds of the Series 1998A Bonds,  the Series 1998B Bonds and the
Series 1998C Bonds will be used to finance the cost of the Project in accordance
with the Act.

      6. The execution and delivery of this  Indenture,  and the issuance of the
Series 1998A Bonds,  the Series 1998B Bonds and the Series 1998C Bonds under the
Act have been in all respects duly and validly  authorized by an ordinance  duly
passed and approved by the Issuer.

      7. To support the payment of the  principal  of and interest on the Series
1998A  Bonds and the  payment of the  purchase  price of the Series  1998A Bonds
pursuant  to Sections  306 and 307,  the Lessee will cause the Letter of Credit,
issued by the Letter of Credit Provider, to be delivered to the Trustee.



<PAGE>


    8. All things  necessary to make the Series 1998A Bonds,  the Series 1998B
Bonds and the Series 1998C Bonds the valid and legally  binding  obligations  of
the Issuer,  and to constitute this Indenture a valid and legally binding pledge
and  assignment  of the Trust Estate herein made for the security of the payment
of the  principal of,  premium,  if any, and interest on the Series 1998A Bonds,
the Series 1998B Bonds and the Series 1998C Bonds  issued  hereunder,  including
the payment of the purchase  price thereof in  accordance  with Sections 306 and
307,  and for the  security  of the  payment of the  obligations  payable to the
Letter of Credit  Provider under the Letter of Credit Provider  Documents,  have
been done and  performed,  and the execution and delivery of this  Indenture and
the execution and issuance of the Series 1998A Bonds, the Series 1998B Bonds and
the Series 1998C Bonds,  subject to the terms hereof,  have in all respects been
duly authorized.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                          GRANTING CLAUSES

      That the Issuer,  in consideration of the premises,  the acceptance by the
Trustee of the trusts hereby  created,  the purchase and acceptance of the Bonds
by the Owners thereof, and of other good and valuable consideration, the receipt
of which is hereby  acknowledged,  and in order to  secure  the  payment  of the
principal of,  purchase price for,  premium,  if any, and interest on all of the
Bonds issued and Outstanding under this Indenture from time to time according to
their tenor and effect,  and to secure the  performance  and  observance  by the
Issuer of all the covenants,  agreements and conditions in this Indenture and in
the Bonds and to secure the payment of the obligations  payable to the Letter of
Credit  Provider  under the Letter of Credit  Provider  Documents,  pledges  and
assigns to the Trustee,  and to its  successors in trust,  and to them and their
assigns forever, the following (the "Trust Estate"):

           (a) All right, title and interest of the Issuer in and to the Project
      together  with  the  tenements,  hereditaments,   appurtenances,   rights,
      privileges and immunities thereunto belonging or appertaining.

           (b) All right,  title,  interest and  privileges of the Issuer in, to
      and under the Lease Agreement,  including,  but not limited to, all rents,
      revenues  and receipts  derived by the Issuer from the Project,  including
      all lease payments  payable by the Lessee  pursuant to the Lease Agreement
      (except the Unassigned Issuer's Rights).

           (c) All moneys and securities,  including proceeds, from time to time
      held by the Trustee under the terms of this Indenture,  including all sums
      drawn on the Letter of Credit, moneys in the Project Funds and any and all
      other real or personal property of every kind and nature from time to time
      hereafter,  by  delivery or by writing of any kind,  pledged,  assigned or
      transferred as and for additional  security  hereunder by the Issuer or by
      anyone in its behalf, or with its written consent,  to the Trustee,  which
      is hereby  authorized  to receive any and all such property at any and all
      times  and to hold  and  apply  the  same  subject  to the  terms  hereof;
      provided,  however,  that sums drawn on the Letter of Credit  shall be for
      payment of the  principal of,  purchase  price for,  premium,  if any, and
      interest on only the Parity Bonds).

      TO HAVE AND TO HOLD,  all and  singular,  the Trust Estate with all rights
and privileges  hereby pledged and assigned,  or agreed or intended so to be, to
the Trustee and its successors in trust and assigns forever;

                                       2
<PAGE>


      IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein
set forth, (a) for the equal and proportionate benefit,  protection and security
of all Owners from time to time of the Parity Bonds issued and Outstanding under
this  Indenture,  without  preference,  priority  or  distinction  as to lien or
otherwise  of any of the Parity  Bonds over any other of the Parity Bonds except
as  expressly  provided in or  permitted  by this  Indenture,  (b) to the extent
provided  herein,  for the  benefit,  protection  and  security of the Letter of
Credit  Provider  in order to secure the  obligations  owed by the Lessee to the
Letter of Credit Provider under the Letter of Credit Provider Documents, and (c)
on a subordinate basis for the equal and proportionate  benefit,  protection and
security of all Owners  from time to time of the  Subordinate  Bonds  issued and
Outstanding under this Indenture, without preference, priority or distinction as
to lien or  otherwise  of any of the  Subordinate  Bonds  over any  other of the
Subordinate  Bonds  except  as  expressly  provided  in  or  permitted  by  this
Indenture;

      PROVIDED,  HOWEVER,  that if the Issuer  pays,  or causes to be paid,  the
principal of,  premium,  if any, and interest on all the Bonds, at the times and
in the manner  mentioned  in the Bonds  according to the true intent and meaning
thereof,  or provides for the payment  thereof (as provided in Article XII), and
shall pay or cause to be paid to the  Trustee  all other sums of money due or to
become due to it in accordance with the terms and provisions  hereof, and if the
Lessee has paid in full all amounts  owing the Letter of Credit  Provider  under
the Letter of Credit Provider  Documents and returns the Letter of Credit to the
Letter of Credit Provider for  cancellation,  then upon such final payments this
Indenture  and the rights  hereby  granted  shall cease,  determine and be void;
otherwise, this Indenture shall be and remain in full force and effect.

      THIS INDENTURE FURTHER  WITNESSETH,  and it is hereby expressly  declared,
covenanted and agreed by and between the parties  hereto,  that all Bonds issued
and secured hereunder are to be issued, authenticated and delivered and that all
the Trust Estate is to be held and applied under, upon and subject to the terms,
conditions,  stipulations,  covenants,  agreements, trusts, uses and purposes as
hereinafter  expressed,  and the Issuer does hereby agree and covenant  with the
Trustee for the benefit of the respective  Owners from time to time of the Bonds
and for the benefit of the Letter of Credit Provider, as follows:


                              ARTICLE I

      DEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONS

      Section  101.  Definitions  of Words and Terms.  In  addition to words and
terms  defined in the Lease  Agreement  and  elsewhere  in this  Indenture,  the
following  words and terms as used in this  Indenture  shall have the  following
meanings, unless some other meaning is plainly intended:

      "Act" means K.S.A. 12-1740 to 12-1749d, inclusive, as amended.

      "Additional  Bonds" means any Bonds issued pursuant to Section 211 of this
Indenture.

      "Additional  Payments"  means  those  payments  required to be made by the
Lessee pursuant to Section 4.4 of the Lease Agreement.

      "Affiliate" means, with respect to any Person, any Person that directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such first Person or is


                                       3
<PAGE>


treated as a single  employer with such first Person under Section 414(b) or (c)
of the United States Bankruptcy Code, and the regulations thereunder.

      "Annual Date" means September 1 in each year.

      "Annual  Mode" means the  Interest  Rate Mode  designated  as such for the
Series 1998A Bonds.

      "Authorized Issuer  Representative" means the Mayor, President of the City
Council  or any  other  person  at the time  designated  to act on behalf of the
Issuer by written  certificate  furnished  to the  Lessee,  the Letter of Credit
Provider and the Trustee  containing  the specimen  signature of such person and
signed  by the  Mayor or  President  of the City  Council  of the  Issuer.  Such
certificate  may  designate  an alternate  or  alternates  each of whom shall be
entitled to perform all duties of the Authorized Issuer Representative.

      "Authorized  Lessee  Representative"  means  the  President  or  any  Vice
President of the Lessee,  or such other person at the time  designated to act on
behalf of the Lessee by written certificate  furnished to the Issuer, the Letter
of Credit  Provider and the Trustee  containing  the specimen  signature of such
person and signed by the  President or any Vice  President  of the Lessee.  Such
certificate  may  designate  an alternate  or  alternates  each of whom shall be
entitled to perform all duties of the Authorized Lessee Representative.

      "Authorized Letter of Credit Provider  Representative" means the person at
the time designated to act on behalf of the Letter of Credit Provider by written
certificate  furnished to the Issuer,  the Lessee and the Trustee containing the
specimen  signature  of such person and signed by a vice  president or assistant
vice president of the Letter of Credit Provider.  Such certificate may designate
an alternate or alternates  each of whom shall be entitled to perform all duties
of the Authorized Letter of Credit Provider Representative.

      "Available  Moneys"  means (i) proceeds from the sale by the Issuer of the
Series  1998A Bonds and  proceeds  from the resale by the  Remarketing  Agent of
Series 1998A Bonds delivered for purchase pursuant to Section 306 or 307 and not
remarketed  to the  Lessee  or the  Issuer,  in each  case  that  have  not been
commingled  with  other  funds  that do not  constitute  Available  Moneys,  and
proceeds from the investment thereof, (ii) moneys that have been on deposit with
the Trustee and with respect to which at the time of deposit therewith and for a
period of at least 124 days  thereafter  no petition by or against the Lessee or
the  Issuer  under  any  bankruptcy  act or under any  similar  act which may be
hereafter  enacted has been filed,  unless such petition has been  dismissed and
such  dismissal  is final  and not  subject  to  appeal,  and that have not been
commingled with other funds held by the Trustee that do not constitute Available
Moneys,  and proceeds from the investment  thereof,  provided,  however,  before
using  such  moneys,  the  Trustee  shall  require  and shall  have  received  a
certificate  from  the  Authorized  Lessee   Representative  that  no  Event  of
Bankruptcy  shall have  occurred  as of the date of such  certificate  and for a
period of at least 124 days prior to the date of such certificate,  (iii) moneys
that have been paid to the  Trustee  pursuant  to the  Letter of Credit and that
have been held in the Letter of Credit  Account  and not  commingled  with other
funds that do not constitute  Available Moneys, and proceeds from the investment
thereof,  and (iv) moneys made available to the Trustee pursuant to a new series
of bonds or a line of credit or other  credit  facility  in the event the Lessee
delivers  to the  Trustee  an opinion of  recognized  bankruptcy  counsel to the
effect that payments in respect of the Bonds under such credit facility will not
constitute a voidable  preference  in the event of an Event of  Bankruptcy  with
respect to the Issuer or the  Lessee and  provided  that in the event the Series
1998A Bonds are rated by Moody's or S&P, such agency shall have  confirmed  that
the use of such funds  shall not  adversely  effect any rating then in effect on
the Series 1998A Bonds.

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<PAGE>





      "Available  Moneys  Account"  means the account by that name in the Series
1998A Bond Fund created pursuant to Section 501.

      "Bond" or "Bonds"  means the Series 1998A  Bonds,  the Series 1998B Bonds,
the Series 1998C Bonds and any Additional Bonds.

      "Bond  Counsel"  means Logan Riley Carson & Kaup,  L.C. (or any  successor
thereto) or any other  attorney or firm of attorneys  acceptable  to the Issuer,
the Letter of Credit Provider and the Trustee of nationally  recognized standing
in matters  pertaining  to the tax status of interest on bonds  issued by states
and their political subdivisions duly admitted to the practice of law before the
highest  court of any state of the United  States of America or the  District of
Columbia.

      "Bond  Funds"  means the Series  1998A Bond Fund,  the Series  1998B Bond
Fund and the Series 1998C Bond Fund.

      "Bond Pledge  Agreement" means the Pledge and Security  Agreement dated as
of September 1, 1998, between the Lessee and the Letter of Credit Provider.

      "Bond  Purchase   Agreement"  means  the  Bond  Purchase  Agreement  dated
September 10, 1998, among the Issuer, the Lessee and the Underwriter.

      "Bond  Register" means the register and all  accompanying  records kept by
the Bond Registrar evidencing the registration, transfer and exchange of Bonds.

      "Bond  Registrar"  means  the  Trustee,  acting  as  such,  or  any  other
corporation  acting as agent of the Trustee for such  purpose or  designated  by
this Indenture or any Supplemental  Indenture as bond registrar  hereunder,  and
their respective successors or assigns.

      "Bondowner" or "Owner" means the person in whose name a Bond is registered
in the Bond  Register and does not mean any  beneficial  owner of Bonds  whether
through the book-entry only system or otherwise.

      "Bondowner Election Notice" has the meaning set forth in Section 306.

      "Business Day" means any day other than (i) a Saturday or Sunday,  or (ii)
any day on  which  banking  institutions  in the  city in  which  the  principal
corporate trust office of the Trustee or the principal corporate trust office of
the Tender Agent or the principal office of the Remarketing  Agent or the office
of the Letter of Credit  Provider at which  demands for payment under the Letter
of Credit are to be presented,  is located, are required or authorized by law to
remain closed.

      "Calculation Period" means:

      (A) in the case of the  initial  Calculation  Period for the Series  1998A
Bonds,  the period  from and  including  the date of the  initial  issuance  and
delivery of the Series 1998A Bonds to and  including  the  following  Wednesday,
except that if the date of the initial issuance and delivery of the Series 1998A
Bonds is a Wednesday, the initial Calculation Period shall be only such day, and

                                       5
<PAGE>


      (B) in the case of each subsequent Calculation Period,

           (i) while the Series 1998A Bonds are in the Weekly Mode,  each weekly
      period  from and  including  Thursday  of each week to and  including  the
      following Wednesday,

           (ii) while the  Series  1998A  Bonds are in the  Monthly  Mode,  each
      monthly  period  from and  including  the first  day of each  month to and
      including the last day of such month,

           (iii)while  the Series 1998A Bonds are in the Semiannual  Mode,  each
      six-month period from and including a Semiannual Date to and including the
      day immediately preceding the next Semiannual Date,

           (iv) while the Series 1998A Bonds are in the Annual Mode, each annual
      period  from  and  including  an  Annual  Date  to and  including  the day
      immediately preceding the next Annual Date, and

           (v) while  the  Series  1998A  Bonds are in a  Multiyear  Mode,  each
      multiyear  period  of a  duration  equal  to the  number  of years of such
      Multiyear  Mode from and  including  the Annual  Date next  following  the
      expiration of the preceding  Calculation Period for such Series 1998A Bond
      to and including the last day immediately  preceding the first to occur of
      the annual  anniversary  of such  Annual  Date that  corresponds  with the
      number of years of such  Multiyear  Mode or the stated  maturity  for such
      Series 1998A Bond; and

           (C) if the  Interest  Rate Mode is changed for the Series 1998A Bonds
      on an Interest Rate Mode Conversion  Date, the Calculation  Period for the
      Series 1998A Bonds in effect immediately preceding such Interest Rate Mode
      Conversion Date shall end with and include the day  immediately  preceding
      such Interest Rate Mode  Conversion  Date, and the  immediately  following
      Calculation Period for the Series 1998A Bonds shall be the period from and
      including the Interest Rate Mode  Conversion Date to and including the day
      immediately  preceding the first day on which a new Calculation Period may
      commence in accordance with this  definition  (which first day in the case
      of any Multiyear Mode shall be the Annual Date  immediately  preceding the
      annual  anniversary  of such  Interest  Rate  Mode  Conversion  Date  that
      corresponds  with the number of years of such Multiyear Mode,  unless such
      annual  anniversary occurs on an Annual Date, in which case such first day
      shall be such annual anniversary).

      "Default"  means any event or  condition  which  constitutes,  or with the
giving of any requisite  notice or upon the passage of any requisite time period
or upon the occurrence of both would constitute, an Event of Default.

      "Determination Date" means the first day of each Calculation Period, or if
such day is not a Business Day, then the preceding Business Day.

      "Eligible Guarantor" means any "eligible guarantor institution" as defined
by SEC Rule 17Ad-15 (17 CFR 240.17Ad-15).

     "Event of  Bankruptcy"  means,  as to the  Lessee or the Issuer any of the
following:  (a) the commencement by the Lessee or the Issuer of a voluntary case
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency or similar


                                       6
<PAGE>


laws;  (b) the filing of a petition  with a court having  jurisdiction  over the
Lessee or the Issuer, as applicable, to commence an involuntary case against the
Lessee or Issuer,  as applicable,  under the federal  bankruptcy laws, as now in
effect  or  hereafter  amended,   or  any  other  applicable  federal  or  state
bankruptcy, insolvency or similar laws that is not dismissed within 60 days; (c)
the Lessee or Issuer  shall  admit in  writing  its  inability  to pay its debts
generally  as they become  due;  (d) a receiver,  trustee or  liquidator  of the
Lessee or Issuer shall be appointed in any proceeding brought against the Lessee
or Issuer, as applicable; (e) assignment by the Lessee or Issuer for the benefit
of its creditors;  or (f) the entry by the Lessee or Issuer into an agreement of
composition  with its creditors;  and as to the Letter of Credit  Provider,  the
date on which the Letter of Credit  Provider  notifies  the  Trustee or the date
that the  Trustee  otherwise  ascertains  that a  decree  or order of a court or
agency or supervisory  authority,  having  jurisdiction  in the premises for the
appointment  of a  conservator  or receiver  or  liquidator  of any  insolvency,
readjustment   of  debt,   marshaling  of  assets  and  liabilities  or  similar
proceeding,  or for winding up or  liquidation  of its affairs has been  entered
against  the  Letter of Credit  Provider  or the Letter of Credit  Provider  has
consented to the  appointment  of a conservator or receiver or liquidator in any
such  proceedings of or relating to the Letter of Credit Provider or relating to
all or substantially all of its property.

      "Event of Default" means (a) with respect to the  Indenture,  any Event of
Default as defined in Section 801, (b) with respect to the Lease Agreement,  any
Event of Default as defined in Section 8.1 of the Lease Agreement,  and (c) with
respect  to the  Letter  of Credit  Provider  Documents,  any  Event of  Default
thereunder.

      "Government Securities" means direct obligations of the United States, its
agencies, or United States government sponsored enterprises,  or obligations the
payment of the principal of and interest on which are unconditionally guaranteed
by the United States of America or its agencies.

      "Indenture"  means this Trust Indenture,  as from time to time amended and
supplemented  by  Supplemental  Indentures.  From  and  after  the  date  of the
execution  and  delivery of this  Indenture,  this  Indenture  shall be the only
indenture in effect with respect to the Bonds.

      "Interest  Payment Date" means, (i) with respect to the Series 1998A Bonds
while in the Weekly Mode or the Monthly  Mode,  the first  Business  Day of each
month  and (ii)  with  respect  to the  Series  1998A  Bonds  while in any other
Interest  Rate Mode and with  respect to the Series  1998B  Bonds and the Series
1998C Bonds,  each Semiannual  Date. The initial  Interest  Payment Date for the
Series 1998A Bonds is October 1, 1998, and the initial Interest Payment Date for
the Series 1998B Bonds and the Series 1998C Bonds is March 1, 1999.

      "Interest Rate" means (i) with respect to the Series 1998A Bonds,  for any
Calculation  Period for such  Series  1998A  Bonds the lesser of (A) the Maximum
Rate,  or (B) the rate of interest as to which notice is given to the Trustee by
the  Remarketing  Agent  having  due  regard  for  prevailing  financial  market
conditions,  on or before the Determination Date for each Calculation Period for
the Series 1998A Bonds as the minimum rate of interest  which, in the opinion of
the Remarketing  Agent, would be necessary to sell the Series 1998A Bonds on the
first day of such Calculation Period in a secondary market sale at the principal
amount  thereof,  plus,  if such sale would not be on an Interest  Payment Date,
accrued interest.  The Interest Rate for the initial  Calculation Period for the
Series 1998A Bonds is five and seventy-one hundredths percent (5.71%) per annum.
If for any reason the interest  rate cannot be so  established  or is held to be
invalid  or  unenforceable  by  a  court  of  competent   jurisdiction  for  any
Calculation Period, the interest rate applicable to the Calculation Period shall
be equal to the lesser of (A) the Maximum  Rate or (B) the  Interest  Rate Index
applicable to the Series 1998A Bonds for the Calculation Period; and (ii) with

                                       7
<PAGE>


respect to the Series 1998B Bonds and the Series  1998C  Bonds,  is the rate set
forth in Section 208(c) of this Indenture.

      "Interest  Rate Index" means the interest  rate index equal to 120% of the
average of the yield  evaluations at par, as computed by the Remarketing  Agent,
of United States Treasury obligations having the term to maturity closest to the
Calculation   Period  (without  regard  to  any  potential  Interest  Rate  Mode
Conversion Dates in the Calculation Period);  provided that for each Calculation
Period for the Weekly  Mode or the  Monthly  Mode such  United  States  Treasury
obligations shall have a term to maturity of 13 weeks.

      "Interest  Rate Mode"  means the  interest  rate mode from time to time in
effect for the Series  1998A Bonds,  which may be the Weekly  Mode,  the Monthly
Mode, the Semiannual Mode, the Annual Mode or any Multiyear Mode.

      "Interest Rate Mode Conversion  Date" means any date on which the Interest
Rate Mode for the Series  1998A Bonds is changed  pursuant to  paragraph  (d) of
Section 208.

      "Investment  Contract" means an agreement to deposit all or any portion of
the  proceeds  of the sale of the Bonds with a bank,  with the  deposits to bear
interest at an agreed rate.

      "Investment  Securities" means any of the following securities,  if and to
the  extent  the same are at the time legal for  investment  of the funds  being
invested:

           (i)  Government Securities;

           (ii) unsecured certificates of deposit which are fully insured by the
      Federal  Deposit  Insurance  Corporation  ("FDIC")  in one or  more of the
      following  institutions:  banks,  trust  companies  or  savings  and  loan
      associations  (including  without  limitation,  the  Trustee  or any  bank
      affiliated with the Trustee) organized under the laws of the United States
      of America or any state thereof,  each bank,  trust company or savings and
      loan association having a reported capital,  surplus and undivided profits
      of at least  $25,000,000 and the short term obligations of such entity are
      rated at least equal to the then current  short-term  rating on the Parity
      Bonds by S&P;

           (iii)unsecured and uninsured  certificates of deposit in institutions
      described  in clause (ii) above,  provided the short term  obligations  of
      such  institution are rated at least equal to the then current  short-term
      rating on the Parity Bonds by S&P;

           (iv) any Investment  Contract with  institutions  described in clause
      (ii) above,  provided the short term obligations of such  institutions are
      rated at least equal to the then current  short-term  rating on the Parity
      Bonds by S&P; and

           (v) any share in a money market  mutual fund provided such shares are
      rated AAAm or AAAm-G by S&P.

      "Issuer"  means  the  city of  Lenexa,  Kansas,  and its  successors  and
assigns.

      "Lease Agreement" means the Lease Agreement dated as of September 1, 1998,
between the Issuer and the Lessee, as amended.

                                       8
<PAGE>




      "Lease Payment Date" means any Interest  Payment Date or any other date on
which the  principal of the Bonds is due and payable,  whether at the  scheduled
maturity  thereof or the  acceleration  of maturity  upon an Event of Default or
upon redemption.

      "Lease Payments" means the Lease Payments  described in Section 4.3 of the
Lease Agreement.

      "Lessee" means LabOne,  Inc., a Delaware  corporation,  and its successors
and assigns,  and any surviving,  resulting or succeeding  entity as provided in
Section 2.2(g) of the Lease Agreement.

      "Lessee  Bond" means any Bond  (exclusive  of Pledged  Bonds) (i) owned or
held and  recorded on the Bond  Register in the name of the Lessee or the Issuer
or by the  Trustee or an agent of the  Trustee  for the account of the Lessee or
the Issuer or (ii) with  respect to which the Lessee or the Issuer has  notified
the Trustee,  or which the Trustee  actually  knows,  were  purchased by another
Person for the  account of the  Lessee or the Issuer or by an  Affiliate  of the
Lessee.

      "Lessee  Documents"  means,  collectively,  the Lease  Agreement  and the
Letter of Credit Provider Documents.

      "Letter  of  Credit"  means the  irrevocable  direct  pay Letter of Credit
issued by the Letter of Credit Provider pursuant to the Reimbursement  Agreement
for the  account  of the  Lessee in favor of the  Trustee,  and any  renewal  or
extension of the Letter of Credit or any Substitute Letter of Credit.

      "Letter of Credit Account" means the account created  pursuant to Section
501.

      "Letter of Credit  Provider"  means  Commerce  Bank,  N.A.,  Kansas  City,
Missouri, or the issuer of any Substitute Letter of Credit, and their respective
successors and assigns.

      "Letter of Credit Provider  Documents" means the Reimbursement  Agreement,
the Bond Pledge  Agreement and any other agreement or instrument  whereunder the
Lessee has agreed to the payment or  performance of obligations to the Letter of
Credit Provider in connection with the Letter of Credit.

      "Maximum Rate" means 12% per annum;  provided that the Maximum Rate may be
increased or decreased to a new Maximum Rate specified in a written request made
by the Lessee if the  following  are delivered to the Trustee at least five days
prior to the effective date of such new Maximum Rate:

           (i) such written  request,  which shall  specify the new Maximum Rate
      and the date on which it is to become effective;

           (ii) a resolution  of the Issuer  approving  the new Maximum Rate and
      the date on which it shall become effective;

           (iii)an  opinion of Bond  Counsel to the effect  that  increasing  or
      decreasing  the Maximum  Rate to the new Maximum  Rate is  authorized  and
      permitted under this Indenture and the Act; and

           (iv) a Substitute  Letter of Credit  satisfying the  requirements  of
      Section 4.8 of the Lease Agreement at the new Maximum Rate;

                                       9
<PAGE>


provided  further  that the Maximum Rate shall not be increased at any time that
the Series  1998A  Bonds are deemed to be paid  pursuant to Article XII if, as a
result of such  increase,  the  requirements  specified  in Article XII for such
Series 1998A Bonds would no longer be met; and provided further that the Maximum
Rate  shall in no  event  exceed  the  maximum  rate of  interest  permitted  by
applicable law.

      "Monthly  Mode" means the Interest  Rate Mode  designated  as such for the
Series 1998A Bonds in accordance with Section 208.

      "Moody's" means Moody's  Investors  Service,  a corporation  organized and
existing  under the laws of the state of Delaware,  its  successors and assigns,
and, if such  corporation  is dissolved or liquidated or no longer  performs the
functions of a securities  rating agency,  "Moody's" shall be deemed to refer to
any  other  nationally  recognized  securities  rating  agency  other  than  S&P
designated  by the  Lessee  by notice to the  Trustee  and the  Letter of Credit
Provider.

      "Multiyear  Mode" means any Interest Rate Mode  designated as such for the
Series 1998A Bonds in  accordance  with  Section 208,  where the number of years
used in determining  such Multiyear Mode is an integer  greater than one but not
greater than the number of Annual Dates  remaining to and  including  the stated
maturity of the Series 1998A Bonds.

      "Net  Proceeds"  means the gross  proceeds from the  insurance  (including
title  insurance) or condemnation  award with respect to which that term is used
remaining  after the payment of all expenses  (including  reasonable  attorneys'
fees and any expenses of the Issuer or the Trustee)  incurred in the  collection
of such gross proceeds.

      "Notice of Interest  Rate  Adjustment"  means the notice of interest  rate
adjustment sent by the Trustee pursuant to Section 208 of this Indenture as more
fully described in Exhibit B.

      "Organizational  Documents"  means the  Certificate of  Incorporation  and
Bylaws of the Lessee pursuant to which the Lessee was organized, as amended.

      "Outstanding" means, when used with reference to Bonds, as of a particular
date, all Bonds theretofore authenticated and delivered, except:

           (i)  Bonds  theretofore  canceled by the Trustee or delivered to the
      Trustee for cancellation;

           (ii) Bonds whose payment has been provided for in accordance with the
      provisions of Article XII;

           (iii)Bonds in  exchange  for or in lieu of which  other  Bonds  have
      been authenticated and delivered; and

           (iv) any Undelivered Bonds.

For the purpose of  determining  whether the Owners of the  requisite  principal
amount of Bonds  Outstanding  have  given any  request,  demand,  authorization,
direction,  notice,  consent or waiver under this Indenture,  Bonds owned by the
Lessee or any  affiliate  of the  Lessee,  other  than  Bonds so owned  that are
pledged in good faith to a pledgee  that is not the Lessee or any  affiliate  of
the Lessee if the pledgee

                                       10
<PAGE>


establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such Bonds, shall not be deemed  Outstanding;  provided that, in
determining  whether the Trustee  shall be  protected  in relying  upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds
that are  recorded in the Bond  Register in the name of the Lessee  shall not be
considered  to be  Outstanding.  For  purposes  of  this  definition,  the  word
"affiliate" means any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Lessee,  and "control" means
the power to direct the  management  and  policies of such  person,  directly or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise.

      "Owner" means "Bondowner."

      "Parity  Bonds"  means the Series  1998A  Bonds and any  Additional  Bonds
issued on a parity with the Series  1998A Bonds  pursuant to Section 211 of this
Indenture.

      "Participants"  shall  mean  those  institutions  for whom the  Securities
Depository effects book-entry transfers and pledges of securities deposited with
the Securities Depository, as such listing of Participants exists at the time of
such reference.

      "Paying  Agent"  means the Trustee,  acting as such,  or any other bank or
trust  company  acting as agent of the Trustee for such purpose or designated by
this Indenture or any  Supplemental  Indenture as a paying agent for the payment
of the principal of and redemption  premium,  if any, and interest on the Bonds,
and their respective successors and assigns.

      "Person" means an individual, a corporation,  a limited liability company,
a  partnership,  an  association,  a trust or any other entity or  organization,
including a government or political subdivision or any agency or instrumentality
thereof.

      "PILOT  Agreement"  means the Agreement for Payment in Lieu of Taxes dated
as of September 1, 1998, between the Issuer and the Lessee, as amended.

      "Pledged  Bonds"  means all Series  1998A Bonds which are  purchased  with
funds  drawn under the Letter of Credit and which are held by the Trustee or the
Tender  Agent for the benefit of the Letter of Credit  Provider  pursuant to the
terms of this Indenture and the Bond Pledge  Agreement,  and in which the Letter
of Credit Provider has a perfected, first priority security interest.

      "Principal  Office"  means  the  principal  office  of  the  Tender  Agent
designated  in writing to the  Trustee and the Owners  pursuant to Section  915.
Principal  office of the Tender  Agent  shall mean  initially  the office of the
Tender Agent located at 105 N. Main Street, Corporate Trust Department, Wichita,
Kansas 67202.

      "Project"  means the Series 1998A and 1998B  Project and the Series 1998C
Project.

      "Project  Costs"  means the Series 1998A and 1998B  Project  Costs and the
Series 1998C Project Costs.

    "Project  Funds"  means the Series  1998A and 1998B  Project  Fund and the
Series 1998C Project Fund.

                                       11
<PAGE>


      "Purchase  Date" means the date on which a Series 1998A Bond  tendered for
purchase  pursuant  to  Section  306  will  be  purchased  as  specified  in the
applicable  Bondowner  Election  Notice,  which Purchase Date,  while the Series
1998A Bonds are in the Weekly Mode, shall be any Business Day occurring at least
seven days after the  applicable  Bondowner  Election  Notice is received by the
Tender Agent and,  while the Series 1998A Bonds are in any other  Interest  Rate
Mode,  shall be the first day of any  Calculation  Period  occurring at least 12
days after the applicable  Bondowner  Election  Notice is received by the Tender
Agent.

      "Purchaser"  means  any  purchaser  of  Series  1998A  Bonds  pursuant  to
paragraph (e) of Section 302.

      "Rating Agency" means S&P or Moody's.

      "Record Date" means,  with respect to any Interest  Payment Date while the
Series 1998A Bonds are in the Weekly Mode or the Monthly Mode,  4:30 p.m. Kansas
City,  Missouri  time on the Business Day  immediately  preceding  such Interest
Payment  Date and,  with  respect to the Series 1998B Bonds and the Series 1998C
Bonds and to any  Interest  Payment Date while the Series 1998A Bonds are in any
other Interest Rate Mode, 4:30 p.m. Kansas City,  Missouri time on the fifteenth
day (whether or not a Business Day) of the calendar month immediately  preceding
such Interest Payment Date.

      "Reimbursement  Agreement" means the  Reimbursement  Agreement dated as of
the date  hereof,  between  the  Lessee and the  Letter of Credit  Provider,  as
amended,  and any  reimbursement  agreement  executed  in  connection  with  the
delivery of a Substitute Letter of Credit.

      "Remarketing Agent" means George K. Baum & Company, Kansas City, Missouri,
or any other  remarketing  agent  appointed as such by the Lessee in  accordance
with Section 914 and their respective successors and assigns.

      "Remarketing  Agreement" means the Remarketing Agreement,  dated as of the
date hereof, between the Lessee and the Remarketing Agent, as amended.

      "Replacement  Bonds"  means Bonds issued to the  beneficial  owners of the
Bonds (or nominee thereof) in accordance with Section 206(g).

      "S&P"  means  Standard  &  Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc., a corporation organized and existing under the laws
of the state of New York, its successors and assigns,  and, if such  corporation
shall be dissolved or liquidated  or shall no longer  perform the functions of a
securities rating agency, "S&P" shall be deemed to refer to any other nationally
recognized  securities rating agency other than Moody's designated by the Lessee
by notice to the Trustee.

      "Securities Depository" means,  initially,  The Depository Trust Company,
New York, New York, and its successors and assigns.

      "Semiannual Date" means March 1 and September 1 in each year.

      "Semiannual  Mode" means the Interest Rate Mode designated as such for the
Series 1998A Bonds.

      "Series  1998A and 1998B  Project  Fund" means the Series  1998A and 1998B
Project Fund created pursuant to Section 401.

                                       12
<PAGE>


      "Series  1998A  and 1998B  Project"  means  the  buildings,  improvements,
fixtures,  furnishings,  machinery and equipment and related support  facilities
described in Exhibit A to the Lease Agreement purchased and constructed with the
proceeds of the Series  1998A Bonds and the Series 1998B Bonds  excluding  those
furnishings,  machinery  and equipment  described  under Series 1998C Project on
Exhibit A to the Lease  Agreement,  and including any additions,  modifications,
equipment, replacements,  repairs, reconstruction,  restoration or substitutions
made pursuant to Sections 5.1 or 5.6 of the Lease Agreement.

      "Series  1998A and 1998B  Project  Costs"  means all costs of  acquiring,
construction  and  equipping  the  Project,  except  the Series  1998C  Project
Costs, and including the following:
:
           (a) the cost of land  acquisition  and any  buildings,  improvements,
      fixtures,  furnishings,   machinery  and  equipment  and  related  support
      facilities located on the Project site at the time of such acquisition and
      constituting a part of the Project;

           (b) all costs and expenses of every nature  incurred in the purchase,
      renovation,   construction   and   installation   of  the   buildings  and
      improvements  constituting  a part of the Project and in the  purchase and
      installation of the machinery and equipment;

           (c) the cost of  installing  all  utility  facilities  on the Project
      site;

           (d) any and all  expenses  incurred  by the Lessee,  including  those
      prior  to the sale of the  Bonds  for  preliminary  plans,  surveys,  soil
      borings and other items necessary to the commencement of construction;

           (e) the cost of any  insurance  related to the  Project  prior to the
      completion date;

            (f) all other costs and  expenses  necessary  or  incidental  to the
      purchase, construction and equipping of the Project;

           (g) any costs  relating  to the  issuance  of the  Letter of  Credit,
      including any counsel fees related thereto; and

           (h) any costs of issuing the Series  1998A Bonds and the Series 1998B
      Bonds.

      "Series 1998A Bond Fund" means the Series 1998A Bond Fund created pursuant
to Section 501.

      "Series 1998A Bonds" means the Issuer's Taxable  Industrial  Revenue Bonds
(LabOne, Inc. Project), Series 1998A, in the original aggregate principal amount
of $20,000,000, issued pursuant to this Indenture.

      "Series 1998B Bond Fund" means the Series 1998B Bond Fund created pursuant
to Section 501.

      "Series  1998B Bonds" means the Issuer's  Taxable  Subordinate  Industrial
Revenue Bonds (LabOne,  Inc.  Project),  Series 1998B, in the original aggregate
principal amount of $5,000,000, issued pursuant to this Indenture.

      "Series 1998C Bond Fund" means the Series 1998C Bond Fund created pursuant
to Section 501.

                                       13
<PAGE>


      "Series  1998C Bonds" means the Issuer's  Taxable  Subordinate  Industrial
Revenue Bonds (LabOne,  Inc.  Project),  Series 1998C, in the original aggregate
principal amount of $8,000,000, issued pursuant to this Indenture.

      "Series  1998C  Project"  means the  furnishings,  machinery and equipment
described  under the  caption  Series  1998C  Project  on Exhibit A to the Lease
Agreement  and  purchased  with the  proceeds  of the  Series  1998C  Bonds  and
including any additions,  modifications,  replacements, repairs or substitutions
made to the Series  1998C  Project  pursuant to Sections 5.1 or 5.6 of the Lease
Agreement.

      "Series 1998C Project  Costs" means all costs of acquiring and  installing
the Series 1998C Project including the following:

           (a) the cost of any furnishings,  machinery and equipment and related
      support  facilities  located  on the  Project  site  at the  time  of such
      acquisition and constituting a part of the Series 1998C Project;

           (b) all costs and expenses of every  nature  incurred in the purchase
      and installation of the Series 1998C Project;

           (c) any costs of issuing the Bonds.

      "Series  1998C  Project  Fund" means the Series 1998C Project Fund created
pursuant to Section 401.

      "State" means the state of Kansas.

      "Subordinate  Bonds" means the Series 1998B Bonds,  the Series 1998C Bonds
and any Additional Bonds issued on a subordinate basis to the Series 1998A Bonds
pursuant to Section 211 of this Indenture.

      "Substitute Letter of Credit" means any credit and liquidity instrument or
other security  provided for in accordance with and satisfying the  requirements
of Section 4.8 of the Lease  Agreement  other than the initial Letter of Credit.
The  requirements  of Section  4.8 of the Lease  Agreement  shall be  conditions
precedent to the acceptance by the Trustee of a substitute  Letter of Credit and
shall  be  strictly  complied  with  and  enforced  by the  Trustee  as if  said
requirements were set forth in this Indenture.

      "Substitute  Letter of Credit  Date" means any date on which a  Substitute
Letter of Credit becomes effective.

      "Supplemental  Indenture"  means  any  amendment  or  supplement  to  this
Indenture entered into pursuant to Article X.

      "Supplemental  Lease  Agreement"  means any amendment or supplement to the
Lease Agreement entered into pursuant to Article XI.

      "Tender  Agent" means the Trustee or any other  tender agent  appointed as
such by the Lessee and approved by the Letter of Credit  Provider in  accordance
with Section 916 and their respective successors and assigns.

                                       14
<PAGE>



      "Trust Estate" means the Trust Estate described in the Granting Clauses of
this Indenture.

      "Trustee" means INTRUST Bank, N.A., in Wichita,  Kansas, and its successor
or successors and any other  corporation which at the time may be substituted in
its place  pursuant to and at the time serving as trustee under this  Indenture,
and their respective successors and assigns.

      "Unassigned  Issuer's  Rights" means the Issuer's rights to  reimbursement
and payment of its costs and expenses  under  Sections  4.4, 8.2, 8.4 and 8.6 of
the Lease Agreement,  its rights to indemnification  under Sections 2.2, 6.1 and
10.9 of the Lease  Agreement,  its  rights to  exemption  from  liability  under
Sections 10.8 and 10.9 of the Lease  Agreement,  its rights to receive  notices,
reports and other statements and its rights to consent to certain matters.

      "Undelivered  Bonds"  means any Series 1998A Bonds  designated  as such in
Section 306 or 307 or paragraph (e) of Section 302.

      "Weekly  Mode" means the  Interest  Rate Mode  designated  as such for the
Series 1998A Bonds.

      "Written  Request"  means a request  in  writing  signed by an  Authorized
Lessee  Representative,  or any other  officer  designated by the Lessee to sign
such Written  Requests and approved by an Authorized  Letter of Credit  Provider
Representative in the form of Exhibit F.

      Section 102.   General Rules of Interpretation.

      (a) Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.

      (b) Unless the context  shall  otherwise  indicate,  words  importing  the
singular  number shall  include the plural and vice versa,  and words  importing
person shall include  individuals,  corporations,  limited liability  companies,
partnerships,  joint  ventures,  associations,  joint-stock  companies,  trusts,
unincorporated  organizations  and  governments  and  any  agency  or  political
subdivision thereof.

      (c)  The  words  "herein,"  "hereby,"   "hereunder,"  "hereof,"  "hereto,"
"hereinbefore," "hereinafter" and other equivalent words refer to this Indenture
and not solely to the particular  article,  section,  paragraph or  subparagraph
hereof in which such word is used.

      (d) Reference herein to a particular article or a particular section shall
be construed to be a reference to the specified article or section hereof unless
the context or use clearly  indicates  another or  different  meaning or intent.
Reference herein to a particular  schedule or exhibit shall be construed to be a
reference to the specified  schedule or exhibit hereto unless the context or use
clearly indicates another or different meaning or intent.

      (e) Wherever an item or items are listed after the word  "including," such
listing is not intended to be a listing that excludes items not listed.
      (f) The table of contents, captions and headings in this Indenture are for
convenience only and in no way define,  limit or describe the scope or intent of
any provisions or sections of this Indenture.

                                       15
<PAGE>


      (g)  From  and  after  the  date of the  execution  and  delivery  of this
Indenture,  this Indenture shall be the only indenture in effect with respect to
the Bonds.

                             ARTICLE II

                              THE BONDS

      Section 201. Authorized Amount of Bonds. No Bonds may be issued under this
Indenture except in accordance with this Article.  The total principal amount of
Bonds that may be issued is hereby expressly  limited to $33,000,000  consisting
of  $20,000,000  principal  amount of Series 1998A Bonds,  $5,000,000  principal
amount of Series  1998B Bonds and  $8,000,000  principal  amount of Series 1998C
Bonds and the principal amount of any Additional Bonds permitted under the terms
of this Indenture.

      Section 202.   Limited Nature of Obligations.

      (a) The Bonds and the interest thereon shall be limited obligations of the
Issuer payable exclusively out of the Lease Payments,  other payments,  revenues
and  receipts  under the Lease  Agreement  and, in certain  circumstances,  Bond
proceeds and income from the  temporary  investment  thereof and  proceeds  from
insurance and condemnation  awards.  The principal of and interest on the Series
1998A Bonds are also  payable from draws on the Letter of Credit and are secured
by a prior pledge and  assignment of the Trust Estate to the Trustee in favor of
the Owners of the Parity Bonds and the Letter of Credit Provider, as provided in
this Indenture. The Series 1998B Bonds and the Series 1998C Bonds are secured by
a subordinate  pledge and assignment of the Trust Estate to the Trustee in favor
of the Owners of the Subordinate Bonds, as provided in this Indenture. The Bonds
and the interest thereon shall not constitute general  obligations of the Issuer
or the State, and neither the Issuer nor the State shall be liable thereon.  The
Bonds  shall  not  constitute  an   indebtedness   within  the  meaning  of  any
constitutional or statutory debt limitation or restriction,  and are not payable
in any manner by taxation.

      (b) No covenant,  agreement or obligation contained herein shall be deemed
to be a covenant,  agreement  or  obligation  of any  present or future  council
member,  officer,  employee  or agent  of the  Issuer  in his or her  individual
capacity,  and neither the council members of the Issuer nor any officer thereof
executing the Bonds shall be liable personally on the Bonds or be subject to any
personal  liability  or  accountability  by reason of the issuance  thereof.  No
council  member,  officer,  employee  or agent of the  Issuer  shall  incur  any
personal  liability  with  respect to any other  action taken by him pursuant to
this Indenture or the Act, provided such member, officer, employee or agent acts
in good faith.

    (c) No  agreements  or  provisions  contained  in this  Indenture  nor any
agreement,  covenant or  undertaking  by the Issuer  contained  in any  document
executed by the Issuer in connection with the Project, or the issuance, sale and
delivery of the Bonds shall give rise to any  pecuniary  liability of the Issuer
or a charge against its general credit, or shall obligate the Issuer financially
in any way except as may be payable from the Lease  Payments by the Lessee under
the Lease  Agreement and the proceeds of the Bonds.  No failure of the Issuer to
comply with any term, condition, covenant or agreement herein or in any document
executed by the Issuer in  connection  with the  issuance  and sale of the Bonds
shall subject the Issuer to liability for any claim for damages,  costs or other
financial or pecuniary  charge except to the extent that the same can be paid or
recovered  from the  repayments  by the  Lessee  under  the Lease  Agreement  or
proceeds of the Bonds.  Nothing in this  Indenture  precludes a proper  party in
interest from seeking and obtaining,  to the extent  permitted by law,  specific
performance  against  the  Issuer  for any  failure  to  comply  with any  term,
condition, covenant or agreement herein, provided that no costs, expenses

                                       16
<PAGE>


or other monetary  relief will be  recoverable  from the Issuer except as may be
payable from the repayments by the Lessee under the Lease  Agreement or from the
proceeds of the Bonds.

      (d) No  recourse  shall  be had for the  payment  of the  principal  of or
premium or interest  on any of the Bonds or for any claim based  thereon or upon
any obligation,  covenant or agreement  contained in this Indenture  against any
past,  present  or future  officer,  council  member,  employee  or agent of the
Issuer, or of any successor corporation, as such, either directly or through the
Issuer or any successor corporation, under any rule of law or equity, statute or
constitution  or by the  enforcement  of any assessment or penalty or otherwise,
and all such  liability  of any such  officers,  council  members,  employees or
agents,  as such, is hereby expressly waived and released as a condition of, and
consideration  for,  the  execution of this  Indenture  and the issuance of such
Bonds.

      (e)  Anything in this  Indenture to the  contrary  notwithstanding,  it is
expressly  understood  and agreed by the parties  hereto that (i) the Issuer may
rely conclusively on the truth and accuracy of any certificate, opinion, notice,
or other  instrument  furnished to the Issuer by the Trustee or the Lessee as to
the existence of any fact or state of affairs  required  hereunder to be noticed
by the Issuer;  (ii) the Issuer shall not be under any  obligation  hereunder to
perform any record keeping or to provide any legal  services;  and (iii) none of
the provisions of this Indenture  shall require the Issuer to expend or risk its
own funds or otherwise  incur  financial  liability in the performance of any of
its  duties  or in the  exercise  of any of its  rights  or  powers  under  this
Indenture,  unless  it shall  first  have  been  adequately  indemnified  to its
satisfaction against the cost, expenses, and liability which may be incurred.

      Section 203.   Form and Denomination of Bonds.

      (a) The Bonds shall be issuable as fully  registered Bonds without coupons
transferable  to  subsequent  owners only in the Bond  Register  as  hereinafter
provided.  Each  series  of Bonds  shall be  numbered  from 1 upward in order of
issuance.

      (b) The Bonds  shall be in the  following  denominations:  (i) the  Series
1998A  Bonds,  while in the Weekly  Mode or the  Monthly  Mode,  shall be in the
denomination  of $100,000 or any integral  multiple of $5,000 in excess thereof,
except  that  minimum  denominations  may be less than  $100,000  as a result of
partial mandatory  redemptions;  (ii) the Series 1998A Bonds, while in any other
Interest  Rate  Mode,  shall be in the  denomination  of $5,000 or any  integral
multiple  thereof;  and (iii) the Series  1998B Bonds and the Series 1998C Bonds
shall be in the  denomination of $100,000 or any integral  multiple of $5,000 in
excess thereof.

      (c) The Bonds and the Certificate of Authentication to be endorsed thereon
shall be in  substantially  the forms set forth in Exhibit A. The Bonds may have
endorsed  thereon such legends or text as may be  necessary  or  appropriate  to
conform to any applicable rules and regulations of any governmental authority or
any custom, usage or requirement of law with respect thereto.

    Section 204.   Method  and Place of  Payment  of Bonds;  Interest  Rights
Preserved.

      (a) The Trustee is hereby  designated as the Issuer's Paying Agent for the
payment of the principal  of,  redemption  premium,  if any, and interest on the
Bonds.

                                       17
<PAGE>


      (b) The principal of, purchase price for,  redemption premium, if any, and
interest  on the Bonds  shall be payable in any coin or  currency  of the United
States of America  which on the  respective  dates of  payment  thereof is legal
tender for the payment of public and private debts.

      (c) Payment of the purchase price,  principal of, and redemption  premium,
if any,  on each Bond shall be made by check or draft of the  Paying  Agent upon
the presentation and surrender thereof at maturity,  purchase or upon redemption
at the  principal  corporate  trust office of the Paying  Agent.  Payment of the
interest on each Bond shall be made by the Paying Agent on each Interest Payment
Date to the Owner  thereof  at the close of  business  on the  Record  Date next
preceding  said Interest  Payment Date by check or draft mailed to such Owner at
such Owner's  address as it appears in the Bond Register or in such other manner
as such Owner and the Paying Agent may  determine or by  electronic  transfer of
immediately  available  funds to any Owner  thereof  who owns at least  $500,000
principal  amount of the Bonds at such wire transfer address as such Owner shall
specify.  Such Owner shall provide  written  notice to the Paying Agent not less
than 10 days  prior  to the  Record  Date for  which  any  such  payment  is due
requesting such electronic transfer.  Any such written notice shall be signed by
such  Owner  and  shall  include  the  name of the bank  (which  shall be in the
continental United States),  its address,  ABA routing number and account number
to which such Registered Owner wishes to have such transfer directed.

      (d) Notwithstanding  any of the foregoing,  any interest on any Bond which
is payable  but is not  punctually  paid or duly  provided  for on any  Interest
Payment  Date shall be paid to the person in whose name such Bond is  registered
as provided in Article VIII.

      (e) Subject to the foregoing provisions of this Section and the provisions
of Section 308 (relating to any portion of the purchase  price of an Undelivered
Bond representing  accrued  interest),  each Bond delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Bond shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Bond.

      (f) The Issuer or the Trustee may impose a charge against an Owner for the
reimbursement of any  governmental  charge required to be paid in the event that
such Owner  fails to  provide a correct  taxpayer  identification  number to the
Trustee.  Such  amount may be deducted by the  Trustee  from  amounts  otherwise
payable to such Owner hereunder or under the Bonds.

      Section 205.   Execution and Authentication of Bonds.

      (a) The Bonds  shall be  executed on behalf of the Issuer by the manual or
facsimile  signature of its Mayor and the Issuer's seal shall be affixed thereto
or printed thereon and attested by the manual or facsimile signature of its City
Clerk. In case any officer whose  signature or facsimile  thereof appears on any
Bonds shall cease to be such  officer  before the  delivery of such Bonds,  such
signature or facsimile  thereof shall  nevertheless  be valid and sufficient for
all purposes,  the same as if such person had remained in office until delivery.
Any Bond may be  executed  by such  persons as shall be the proper  officers  to
execute such Bond at the actual time of the  execution of such Bond  although at
the date of such Bond such persons may not have been such officers.
    (b) Each Bond shall have endorsed thereon a Certificate of  Authentication
substantially  in the form set  forth in  Exhibit  A,  which  shall be  manually
executed by the Bond  Registrar.  No Bond shall be  entitled to any  security or
benefit  under this  Indenture or shall be valid or  obligatory  for any purpose
unless  and  until  such  Certificate  of  Authentication  shall  have been duly
executed by the Bond Registrar.  The executed  Certificate of  Authentication on
any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Indenture.  The  Certificate of  Authentication  on any
Bond shall

                                       18
<PAGE>


be deemed to have been duly  executed  if signed by any  authorized  officer  or
employee  of the Bond  Registrar,  but it shall not be  necessary  that the same
officer or employee sign the Certificate of  Authentication  on all of the Bonds
that may be issued hereunder at any one time.

      Section 206.   Registration, Transfer and Exchange of Bonds.

      (a) The  Trustee is hereby  appointed  Bond  Registrar  for the purpose of
registering, authenticating, transferring and exchanging Bonds and as such shall
keep the Bond Register as provided in this  Indenture.  All of the Bonds and all
transfers  and all exchanges  thereof shall be fully  registered as to principal
and interest in the Bond Register.

      (b) Bonds  other than  Undelivered  Bonds may be  transferred  in the Bond
Register only upon  surrender  thereof to the Bond  Registrar  duly endorsed for
transfer or accompanied by a written instrument of transfer duly executed by the
Owner thereof or such Owner's attorney or legal  representative  in such form as
shall  be  satisfactory  to  the  Bond  Registrar.   Undelivered  Bonds  may  be
transferred  in the Bond  Register  upon  being  deemed to have  been  purchased
pursuant to Section 306 or 307 or paragraph  (e) of Section  302.  Upon any such
transfer and subject to Section  206(i),  the Issuer shall  execute and the Bond
Registrar shall authenticate and deliver in exchange for such Bond a new Bond or
Bonds of the same  series,  registered  in the  name of the  transferee,  of any
denomination  or  denominations  authorized  by this  Indenture  in an aggregate
principal amount equal to the principal  amount of the surrendered  Bond, of the
same maturity and bearing interest at the same rate.

      (c)  Subject to  Section  206(i),  Bonds,  upon  surrender  thereof at the
principal corporate trust office of the Bond Registrar,  together with a written
instrument  of  transfer  duly  executed  by the Owner  thereof or such  Owner's
attorney or legal  representative  in such form as shall be  satisfactory to the
Bond  Registrar,  may, at the option of the Owner  thereof,  be exchanged for an
equal aggregate  principal  amount of Bonds of the same series and maturity,  of
any  denomination or  denominations  authorized by this  Indenture,  and bearing
interest at the same rate.

      (d) In all cases in which Bonds are  exchanged or  transferred  hereunder,
the Issuer shall execute and the Bond Registrar shall  authenticate  and deliver
at the earliest  practicable  time Bonds in accordance with this Indenture.  All
Bonds  surrendered in any such exchange or transfer shall  forthwith be canceled
by the Bond  Registrar.  No service  charge shall be made to any  Bondowner  for
registration,  transfer  or  exchange  of  Bonds,  but the  Issuer  or the  Bond
Registrar  may make a charge  for  every  such  exchange  or  transfer  of Bonds
sufficient to reimburse it for any tax or other governmental  charge required to
be paid with respect to such exchange or transfer, and such charge shall be paid
before any such transfer or exchange shall be completed.

      (e) Neither  the Issuer nor the Bond  Registrar  shall be required  (i) to
issue, transfer or exchange any Bond during a period beginning at the opening of
business 15 days  preceding the date of mailing a notice of redemption for Bonds
selected for redemption under Section 303 and ending at the close of business on
the day of such mailing or (ii) to transfer or exchange  any Bonds  selected for
redemption in whole or in part; provided,  however,  that this Section shall not
apply to, nor in any way impair,  the Owners'  ability to exercise  their rights
pursuant to Section 306.

      (f) The Series 1998A Bonds shall  initially be  registered  to Cede & Co.,
the nominee for the Securities Depository,  and no beneficial owner will receive
certificates  representing their respective interests in the Series 1998A Bonds,
except in the event the Trustee issues Replacement Bonds as provided

                                       19
<PAGE>


in paragraph (g) hereof. So long as the Series 1998A Bonds are registered in the
name (including any nominee name) of the Securities  Depository,  all references
herein to the Owner,  Bondowner,  bondholder,  owner or  registered  owner shall
refer  only to the  Securities  Depository  and not to any  beneficial  owner or
Participant.  It is anticipated  that during the term of the Series 1998A Bonds,
the Securities  Depository will make book-entry transfers among its Participants
and receive and transmit payment of principal of, premium,  if any, and interest
on, the Series  1998A  Bonds to the  Participants  until and unless the  Trustee
authenticates  and  delivers  Replacement  Bonds  to the  beneficial  owners  as
described in paragraph (g).

      (g)  If:

           (1) the  Issuer or the  Trustee  determines  (A) that the  Securities
      Depository is unable to properly  discharge its  responsibilities,  or (B)
      that  the  Securities  Depository  is no  longer  qualified  to  act  as a
      securities  depository and registered clearing agency under the Securities
      and Exchange Act of 1934, as amended,  or (C) that the  continuation  of a
      book-entry  system to the exclusion of any Series 1998A Bonds being issued
      to any Owner other than Cede & Co. is no longer in the best  interests  of
      the beneficial owners of the Series 1998A Bonds, or

           (2) the Trustee  receives  written  notice from  Participants  having
      interests in not less than 50% of the Outstanding  principal amount of the
      Series 1998A Bonds,  as shown on the records of the Securities  Depository
      (and  certified  to such effect by the  Securities  Depository),  that the
      continuation  of a book-entry  system to the exclusion of any Series 1998A
      Bonds being  issued to any Owner other than Cede & Co. is no longer in the
      best interests of the beneficial owners of the Series 1998A Bonds,

then the  Trustee  shall  notify the Owners by first class mail to the names and
addresses  provided by the Securities  Depository of such  determination or such
notice and of the  availability of  certificates to Owners  requesting the same,
and the  Trustee  shall  register  in the name of and  authenticate  and deliver
Replacement  Bonds to the  beneficial  owners  or their  nominees  in  principal
amounts and maturity  amounts  representing  the  interest of each,  making such
adjustments as it may find  necessary or appropriate as to accrued  interest and
previous calls for  redemption;  provided,  that in the case of a  determination
under (1)(A) or (1)(B) in this Section 206(g),  the Issuer,  with the consent of
the Trustee and the Lessee,  may select a  successor  securities  depository  in
accordance with paragraph (h) of this Section to effect book-entry transfers. In
such event, all references to the Securities  Depository  herein shall relate to
the period of time when the  Securities  Depository is the Owner of at least one
Series 1998A Bond. Upon the issuance of Replacement Bonds, all references herein
to  obligations  imposed upon or to be performed  by the  Securities  Depository
shall be deemed to be imposed upon and  performed by the Trustee,  to the extent
applicable and reasonably  possible with respect to such  Replacement  Bonds. If
the Securities  Depository is replaced in accordance  with paragraph (h) of this
Section,  then the Trustee shall  authenticate and cause delivery of Replacement
Bonds to Owners,  as provided  herein.  The Trustee may rely on information from
the Securities Depository and its Participants as to the names of the beneficial
owners of the Series 1998A Bonds.  The reasonable  cost of printing  Replacement
Bonds  and  expenses  of the  Trustee  shall  be paid  for by the  Lessee  as an
Additional Payment.

      (h) In  the  event  the  Securities  Depository  resigns  or is no  longer
qualified to act as a securities depository and registered clearing agency under
the Securities and Exchange Act of 1934, as amended,  the Issuer or the Trustee,
with the consent of the Lessee,  may appoint a successor  Securities  Depository
provided the Trustee receives written evidence  satisfactory to the Trustee with
respect to the ability of the successor  Securities  Depository to discharge its
responsibilities. Any such successor Securities Depository

                                       20
<PAGE>


shall be a securities depository which is a registered clearing agency under the
Securities and Exchange Act of 1934, as amended,  or other applicable statute or
regulation  that operates a securities  depository upon reasonable and customary
terms.  The  Trustee  upon its  receipt  of a  Series  1998A  Bond or Bonds  for
cancellation  shall cause the  delivery of Series  1998A Bonds to the  successor
Securities Depository in appropriate denominations and form as provided herein.

      (i) The Series  1998B Bonds and the Series 1998C Bonds may only be held by
or transferred  (1) to the Issuer or the Lessee,  (2) pursuant to a registration
statement  which has been declared  effective  under the  Securities Act of 1933
(the "1933 Act"), or (3) to institutional  "accredited  investors" as defined in
Rule 501(a) under the 1933 Act, or "qualified  institutional buyers" ("QIBs") as
defined in Rule 144A under the 1933 Act.  By its  acceptance  of a Series  1998B
Bond or a Series  1998C  Bond,  each  purchaser  (other  than the  Issuer or the
Lessee)  of such Bond will be deemed to (A) have  represented  that it is (i) an
institutional  accredited  investor or a fiduciary or agent (other that a United
States  bank or  savings  and loan  association)  that is acting on behalf of an
institutional  accredited  investor  and that  such Bond is being  acquired  for
investment and not with a view to  distribution,  or (ii) a QIB acting on behalf
of itself or another  QIB (and,  if it is a QIB,  acknowledges  that it is aware
that the seller may rely on an exemption from the provisions of Section 5 of the
1933 Act pursuant to Rule 144A), and (B) agreed that any resale of the such Bond
will be made only in a transaction  exempt from registration  under the 1933 Act
and only to an  institutional  accredited  investor or to a QIB in a transaction
made  pursuant  to Rule 144A under the 1933 Act,  to the Issuer or the Lessee or
pursuant  to an  effective  registration  statement  filed under the 1933 Act or
pursuant to another available exemption from the registration requirements under
the 1933 Act.  Each  Series  1998B Bond and each  Series  1998C Bond will bear a
legend containing  substantially the information set forth in this paragraph. In
addition to the requirements set forth in this paragraph, while the Series 1998A
Bonds are  Outstanding,  the Series  1998B Bonds and the Series  1998C Bonds may
only be transferred with the written consent of the Letter of Credit Provider.

      The Trustee and the Lessee  shall have the right prior to any offer,  sale
or transfer of the Series  1998B Bonds and the Series  1998C Bonds other than to
the Issuer or the  Lessee,  to require  the  delivery  of an opinion of counsel,
certifications or other information satisfactory to each of them with respect to
such offer, sale or transfer.

    Section 207.  Persons Deemed Owners of Bonds. The person in whose name any
Bond is  registered  on the Bond  Register  shall be deemed and  regarded by the
Issuer,  the Trustee,  the Bond Registrar,  the Paying Agent, the Lessee and the
Letter of Credit  Provider as the absolute owner  thereof,  whether such Bond is
overdue or not,  for the  purpose  of  receiving  payment  thereof or on account
thereof and for all other  purposes,  and neither the Issuer,  the Trustee,  the
Bond Registrar,  the Paying Agent,  the Lessee nor the Letter of Credit Provider
shall be  affected  by notice to the  contrary.  Payment of or on account of the
principal of, redemption premium, if any, and interest on any Bond shall be made
only  to  or  upon  the  written  order  of  the  Owner  thereof  or  his  legal
representative.  All such  payments  shall be valid and effective to satisfy and
discharge the liability  upon such Bond,  including the redemption  premium,  if
any, and interest thereon, to the extent of the sum or sums so paid.

      Section 208.   Issuance and Terms of Bonds.

      (a) There shall be issued and secured by this  Indenture  three  series of
bonds in the  aggregate  principal  amount of  $33,000,000  for the  purpose  of
providing  funds to  finance  the  Project  Costs.  One  series  of bonds in the
aggregate   principal  amount  of  $20,000,000  shall  be  designated   "Taxable
Industrial

                                       21
<PAGE>


Revenue Bonds (LabOne, Inc. Project),  Series 1998A." The second series of bonds
in the aggregate  principal  amount of $5,000,000  shall be designated  "Taxable
Subordinate Industrial Revenue Bonds (LabOne, Inc. Project),  Series 1998B." The
third series of bonds in the aggregate  principal  amount of $8,000,000 shall be
designated "Taxable Subordinate Industrial Revenue Bonds (LabOne, Inc. Project),
Series  1998C." The Bonds shall be dated the date of the  initial  issuance  and
delivery thereof by the Issuer and shall mature on September 1, 2009 (subject to
prior redemption as provided in Article III).

      (b) The Bonds shall bear  interest from their date or from the most recent
Interest  Payment Date to which interest has been paid in full.  Interest on the
Bonds shall be payable on each  Interest  Payment  Date.  Interest on the Series
1998A  Bonds  while they are in the  Weekly  Mode or the  Monthly  Mode shall be
computed  on the basis of a year of 365 or 366  days,  as  appropriate,  for the
actual number of days elapsed, and interest on the Series 1998A Bonds while they
are in any other  Interest  Rate Mode and interest on the Series 1998B Bonds and
the Series  1998C  Bonds  shall be  computed  on the basis of a 360-day  year of
twelve 30-day months.

      (c) The Series  1998A  Bonds  shall bear  interest  at the  Interest  Rate
applicable to the Calculation  Period at the time in effect for the Series 1998A
Bonds. Not more than 30 nor less than 20 days prior to each  Determination  Date
for the Series 1998A Bonds that immediately precedes a Calculation Period during
which the Series 1998A Bonds are to be in the  Semiannual  Mode, the Annual Mode
or any  Multiyear  Mode,  the Trustee  shall send to each Owner of Series  1998A
Bonds a Notice of Interest Rate Adjustment substantially in the form attached as
Exhibit  B, with such  changes  therein  as the  Trustee  may in its  discretion
approve.  Such Notice of Interest Rate Adjustment shall state a rate of interest
as determined by the Remarketing Agent that the Series 1998A Bonds would bear if
the  date  of  the  notice  was  a  Determination   Date.  Promptly  after  each
Determination  Date for the Series 1998A Bonds, the Trustee shall send a written
notice to each Owner of Series  1998A Bonds  stating the  Interest  Rate for the
Series  1998A Bonds,  which may be less than,  equal to or greater than the rate
stated in the Notice of Interest Rate Adjustment.  In the event sufficient funds
are not deposited  with the Tender Agent to pay the purchase price of any Series
1998A Bond  tendered for purchase or deemed to be purchased  pursuant to Section
306 or 307 on any Purchase  Date or Interest  Rate Mode  Conversion  Date,  such
Series  1998A Bonds shall bear  interest at the  Interest  Rate in effect on the
first day of the most  recent  Calculation  Period  immediately  preceding  such
Purchase  Date or Interest  Rate Mode  Conversion  Date.  The Series 1998B Bonds
shall bear interest at the rate of 7.125%, and the Series 1998C Bonds shall bear
interest at the rate of 7.125%.

    (d) The initial Interest Rate Mode for the Series 1998A Bonds shall be the
Weekly Mode.  The Interest Rate Mode for the Series 1998A Bonds may be converted
from time to time at the option of the Lessee, with the prior written consent of
the Letter of Credit  Provider,  exercised  as  provided in this  paragraph,  to
another  Interest  Rate Mode on such  date (an  "Interest  Rate Mode  Conversion
Date") as the Lessee shall select,  which date must be an Interest  Payment Date
on which the Series 1998A Bonds are subject to redemption  pursuant to paragraph
(a) of Section 302 at a redemption  price equal to the principal amount thereof,
plus accrued interest,  without premium;  provided that no such conversion shall
occur unless (i) the Trustee shall have  received,  with the written notice from
the  Lessee  described  below,  an  opinion of Bond  Counsel  stating  that such
conversion is authorized  and permitted by this  Indenture and the Act, (ii) the
Trustee  shall have received a like opinion of Bond Counsel on the Interest Rate
Mode  Conversion  Date, and (iii) the Letter of Credit Provider shall have fully
honored any conforming  draw on the Letter of Credit made in connection with the
related  Interest Rate Mode  Conversion Date pursuant to Section 504. The Lessee
may exercise such option at any time by giving  written  notice not more than 60
nor less than 45 days prior to the  Interest  Rate Mode  Conversion  Date to the
Issuer, the Trustee, the

                                       22
<PAGE>


Remarketing  Agent and the Letter of Credit  Provider  stating  its  election to
convert the Interest  Rate Mode for the Series  1998A Bonds to another  Interest
Rate  Mode,  which  notice  shall  specify  the new  Interest  Rate Mode and the
Interest  Rate Mode  Conversion  Date.  Upon any  exercise of such option by the
Lessee, the Trustee shall send, at least 35 days prior to the Interest Rate Mode
Conversion Date, a Notice of Interest Rate Mode Conversion in substantially  the
form attached  hereto as Exhibit D to each Owner of Series 1998A Bonds,  and, in
the event of a  conversion  to a Weekly  Mode or a  Monthly  Mode from any other
Interest  Rate Mode,  a  Bondowner  Election  Notice in  substantially  the form
attached hereto as Exhibit C.

      (e)  Prior  to or  simultaneously  with  the  issuance  of the  Bonds  and
concurrently  with the  delivery of the Letter of Credit,  the  following  items
shall be filed with the Trustee:

           (i) An original executed copy or a copy,  certified by the City Clerk
      of the Issuer, of the ordinance passed by the governing body of the Issuer
      authorizing  the execution and delivery of the Bonds,  this  Indenture and
      the Lease Agreement;

           (ii) An original executed counterpart of this Indenture;

           (iii)An original executed counterpart of the Lease Agreement;

           (iv) An original executed counterpart of the Remarketing Agreement;

           (v)  The executed Letter of Credit;

           (vi) An  opinion of Bond  Counsel  to the effect  that the Bonds have
      been validly  issued and are binding  obligations  of the Issuer,  and the
      interest thereon is exempt from Kansas income taxation;

           (vii)An  opinion of Bond  Counsel  to the  effect  that the Bonds are
      exempt from registration under the Securities Act of 1933, as amended, and
      this Indenture is exempt from qualification  under the Trust Indenture Act
      of 1939, as amended; and

           (viii) Such other certificates,  statements,  receipts,  opinions and
      documents as the Trustee shall reasonably  require for the delivery of the
      Bonds.

      (f) When the  documents  mentioned in  paragraph  (e) of this Section have
been  filed  with  the  Trustee,   and  when  the  Bonds  have  been   executed,
authenticated  and registered as required by this  Indenture,  the Trustee shall
deliver the Bonds to or upon the order of the  Underwriter  upon  payment to the
Trustee  of the  purchase  price of the Bonds for  deposit  and  application  as
provided in Article IV.

    Section 209.  Mutilated,  Lost,  Stolen or Destroyed Bonds. If any Bond is
mutilated,  lost,  stolen or  destroyed,  the Issuer shall  execute and the Bond
Registrar  shall  authenticate  and deliver a new Bond of like date and tenor as
the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any
mutilated  Bond,  such  mutilated  Bond shall first be  surrendered  to the Bond
Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be
first  furnished  to the  Issuer,  the Bond  Registrar  and the Letter of Credit
Provider evidence of such loss, theft or destruction satisfactory to the Issuer,
the Bond  Registrar and the Letter of Credit  Provider,  together with indemnity
satisfactory to them to save each of them harmless. If any such Bond has matured
or been called for redemption,  instead of issuing a new Bond the Issuer may pay
or authorize the payment of the same without surrender thereof. Upon the

                                       23
<PAGE>


issuance  of any new Bond,  the Issuer and the Bond  Registrar  may  require the
payment of an amount  sufficient to reimburse the Issuer and the Bond  Registrar
for any tax or other governmental charge that may be imposed in relation thereto
and any other reasonable fees and expenses incurred in connection therewith. The
provisions  of this  Section are  exclusive  and shall  preclude  (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, lost, stolen or destroyed Bonds.

      Section 210. Cancellation and Destruction of Bonds Upon Payment. All Bonds
that  have  been  paid,  surrendered  for  transfer  or  exchange  or  otherwise
surrendered to the Bond Registrar for cancellation under this Indenture,  either
at or  before  maturity,  shall be  canceled  by the Bond  Registrar.  All Bonds
canceled under any of the provisions of this Indenture shall be destroyed by the
Bond Registrar.  The Bond Registrar shall execute a certificate in quadruplicate
describing  the Bonds so canceled and shall file executed  counterparts  of such
certificate with the Issuer, the Lessee and the Letter of Credit Provider.

      Section 211.   Authorization of Additional Bonds.

           (a)  Additional  Bonds may be issued under this Indenture at any time
and from time to time,  upon  compliance  with the  conditions  provided in this
Section, for any of the following purposes:

           (1)  To  provide  funds  to  pay  all or any  part  of the  costs  of
      repairing,  replacing or restoring the Project in the event of its damage,
      destruction or condemnation.

           (2)  To  provide  funds  to  pay  all or any  part  of the  costs  of
      acquisition,  construction  or  installation  of such  additional  land or
      improvements as the Lessee may deem necessary or desirable and as will not
      impair the nature of the  Project as a  "facility"  within the meaning and
      purposes of the Act.

           (3) To provide  funds for  refunding  all or any part of the Bonds of
      any series  then  Outstanding,  including  the  payment of any premium and
      interest to accrue to the designated  redemption  date and any expenses in
      connection with such refunding.

         (b) Before any Additional  Bonds shall be issued under the provisions
of this Section,  the Lessee shall request the issuance of such Additional Bonds
and the Letter of Credit  Provider shall provide written consent to the issuance
of such  Additional  Bonds,  and the  Issuer's  governing  body  shall  enact an
ordinance (i)  authorizing  the issuance of such  Additional  Bonds,  fixing the
amount and terms thereof and  describing  the purpose or purposes for which such
Additional  Bonds are being issued or describing the Bonds to be refunded,  (ii)
authorizing the Issuer to enter into a Supplemental Indenture for the purpose of
providing  for the  issuance  of and  securing  such  Additional  Bonds and,  if
required,  (iii) authorizing the Issuer to enter into a supplemental  lease with
the  Lessee to  provide  for  rental  payments  at least  sufficient  to pay the
principal of, premium,  if any, and interest on the Bonds then to be Outstanding
(including  the  Additional  Bonds to be issued) as the same become due, for the
acquisition,  purchase,  construction or installation of additional improvements
to  the  Project,  for  the  inclusion  of  any  such  addition,   expansion  or
modification  as a part  of the  Project,  and for  such  other  matters  as are
appropriate  because of the  issuance  of the  Additional  Bonds  proposed to be
issued  which,  in the  judgment of the Issuer,  is not to the  prejudice of the
Issuer or the Bondowners previously issued.

                                       24
<PAGE>


           (c) Such Additional Bonds shall bear such series  designation,  shall
be dated,  shall be stated to mature,  shall bear interest at such rate or rates
not exceeding the maximum rate then  permitted by law,  shall be Parity Bonds or
Subordinate  Bonds, and shall be redeemable at such times and prices (subject to
the provisions of Article III of this Indenture),  all as may be provided by the
Supplemental  Indenture  authorizing the issuance of such  Additional  Bonds. If
such  Additional  Bonds are Parity Bonds,  such  Additional  Bonds shall be on a
parity  with and shall be  entitled  to the same  benefit  and  security of this
Indenture as the Series 1998A Bonds and any other  Parity Bonds  Outstanding  at
the time of the issuance of such  Additional  Bonds (except as to any difference
in the date,  the maturity or  maturities,  the rate or rates of interest or the
provisions for redemption). If such Additional Bonds are Subordinate Bonds, such
Additional  Bonds  shall be on a parity  with and shall be  entitled to the same
benefit and security of this  Indenture  as the Series  1998B Bonds,  the Series
1998C  Bonds  and any other  Subordinate  Bonds  Outstanding  at the time of the
issuance of such Additional  Bonds (except as to any difference in the date, the
maturity or  maturities,  the rate or rates of interest  or the  provisions  for
redemption).

           (d)  Such  Additional  Bonds  shall  be  substantially  in  the  form
described  in and  executed  in the  manner  set forth in this  Article  of this
Indenture and certificates  representing  such Bonds shall be deposited with the
Trustee  for   authentication,   but  prior  to  or   simultaneously   with  the
authentication  and delivery of such Bond  certificates  by the  Trustee,  there
shall be filed with the Trustee the following:

           (i) An original executed copy or a copy,  certified by the City Clerk
      of the Issuer, of the ordinance passed by the governing body of the Issuer
      authorizing  the  execution  and  delivery of the  Additional  Bonds,  the
      Supplemental  Indenture and the  appropriate  amendments or supplements to
      the Lease Agreement;

           (ii) An original executed counterpart of the Supplemental Indenture;

           (iii)An original executed counterpart of the appropriate  amendments
      or supplements to the Lease Agreement;

           (iv)  If  Parity  Bonds,  an  original  executed   counterpart  of  a
      remarketing  agreement or an original executed  counterpart of an executed
      amendment or supplement to the Remarketing Agreement;

           (v) If Parity  Bonds,  an  executed  letter of credit or an  executed
      amendment or  supplement  to the Letter of Credit that  complies  with the
      requirements of Section 4.8 of the Lease Agreement;

           (vi) The written consent of the Letter of Credit Provider;

         (vii)An  opinion of Bond  Counsel to the effect  that the  Additional
      Bonds have been validly issued and are binding  obligations of the Issuer,
      are authorized  under the terms of this Indenture and the interest thereon
      is exempt from Kansas income taxation;

           (viii) An opinion of Bond  Counsel to the effect that the  Additional
      Bonds are exempt from  registration  under the  Securities Act of 1933, as
      amended,  and this Indenture is exempt from qualification  under the Trust
      Indenture Act of 1939, as amended; and

                                       25
<PAGE>


           (ix) In the event  that any series of the Bonds are rated by a Rating
      Agency,  such Rating Agency shall have  confirmed that the issuance of the
      Additional  Bonds shall not adversely  effect any rating then in effect on
      such Bonds.

           (x) Such  other  certificates,  statements,  receipts,  opinions  and
      documents as the Trustee shall reasonably  require for the delivery of the
      Additional Bonds.

           (xi)  In  the  case  of  Additional  Bonds  being  issued  to  refund
      Outstanding  Bonds,  such  additional  documents  as shall  be  reasonably
      required by the Trustee to establish  that provision has been made for the
      payment  of all  of the  Bonds  to be  refunded  in  accordance  with  the
      provisions of Article XII of this Indenture.

           (e) When the documents  mentioned in  subsection  (d) of this Section
shall have been filed with the  Trustee,  and when such  Additional  Bonds shall
have been executed and authenticated as required by this Indenture,  the Trustee
shall  deliver  such  Additional  Bonds to or upon the  order of the  purchasers
thereof,  but only upon  payment to the  Trustee of the  purchase  price of such
Additional Bonds.

                             ARTICLE III

                  REDEMPTION AND PURCHASE OF BONDS

      Section  301.  Limitation  on  Redemption.  The Bonds  shall be subject to
redemption  only as provided in this Article.  Bonds may not be redeemed  during
the period  after a Record Date and prior to the related  Interest  Payment Date
and, to the extent that Bonds would  otherwise  be redeemed  during such period,
they shall be redeemed on such Interest Payment Date;  provided,  however,  that
Bonds to be  redeemed  pursuant to the  provisions  of Section  302(d)  shall be
redeemed  at the  earliest  practicable  date but in no event  later  than seven
calendar days following the event causing such  redemption.  In the event of any
redemption  of Bonds  pursuant to Section 302 on any date other than an Interest
Payment Date,  accrued  interest on said Bonds to the  redemption  date shall be
paid along with the applicable redemption price described in Section 302. In the
event of any  redemption  of Bonds on an Interest  Payment  Date,  such  accrued
interest shall be paid as provided in Section 204.

    Section 302.   Redemption of the Bonds.

      (a)  Optional Redemption.

           (i) The Series  1998A Bonds while in the Weekly Mode or Monthly  Mode
      are subject to redemption by the Issuer, at the option of and upon written
      instructions from the Lessee, with the prior written consent of the Letter
      of Credit  Provider,  unless the Lessee has deposited  with the Trustee at
      least 30 days prior to the date set for  redemption  sufficient  Available
      Moneys to effect such redemption,  in which case the consent of the Letter
      of  Credit  Provider  shall  not be  required,  in whole or in part on any
      Business Day, at the principal amount thereof,  plus accrued interest,  if
      any, to the redemption date, without premium.

           (ii) The  Series  1998A  Bonds  while in the  Semiannual  Mode or the
      Annual Mode are subject to redemption by the Issuer,  at the option of and
      upon written  instructions from the Lessee, with the prior written consent
      of the Letter of Credit Provider (unless the Lessee has deposited with the
      Trustee  sufficient  Available  Moneys to effect such  redemption in which
      case the consent

                                       26
<PAGE>


      of the Letter of Credit  Provider  shall not be required),  in whole or in
      part on the first day of any  Calculation  Period at the principal  amount
      thereof, without premium.

           (iii)The  Series  1998A Bonds  while in a Multiyear  Mode will not be
      subject to  redemption  by the  Issuer at the  option of and upon  written
      instructions from the Lessee.

           (iv) The Series 1998B Bonds and the Series 1998C Bonds are subject to
      redemption by the Issuer,  at the option of and upon written  instructions
      from the Lessee,  in whole or in part at any time at the principal  amount
      thereof,  without premium.  In addition,  while any Series 1998A Bonds are
      Outstanding,  the Series  1998B Bonds and the Series 1998C Bonds shall not
      be redeemed  pursuant to this paragraph  without the prior written consent
      of the Letter of Credit Provider.

           (v) Any provision herein to the contrary  notwithstanding,  no Series
      1998A  Bond  may  be  redeemed  pursuant  to  this  paragraph  (a)  unless
      sufficient  Available Moneys in an amount equal to any redemption  premium
      are available and have been  irrevocably  deposited with the Trustee prior
      to the mailing of any notice in accordance with Section 304.

      (b)  Redemption in Event of  Condemnation,  Deficiency  of Title,  Fire or
Other  Casualty,  or Change in Law or  Circumstances.  The Bonds are  subject to
redemption by the Issuer,  at the option of and upon written  instructions  from
the Lessee with the prior  written  consent of the Letter of Credit  Provider as
provided in Section 5.6 of the Lease Agreement,  (i) in whole or in part, at the
principal amount thereof,  without premium, at any time upon the occurrence of a
"condemnation," "loss of title" or "casualty loss" as provided in Section 5.6 of
the Lease  Agreement  to the extent of funds  provided  therefor as set forth in
Section 5.6 of the Lease  Agreement,  or (ii) in whole, at the principal  amount
thereof,  without premium, at any time in the event that, due to "condemnation,"
"loss of  title,"  "casualty  loss," as  provided  in  Section  5.6 of the Lease
Agreement  or as a result of changes in any state or federal law, or an act of a
federal agency,  or by reason of any action  instituted in any court,  the Lease
Agreement  shall become void or  unenforceable,  or  impossible  of  performance
without  unreasonable  delay,  or in any other way,  by reason of such change of
circumstances,  unreasonable burdens or excessive liabilities are imposed on the
Lessee or the Issuer.

    (c) Redemption Upon Expiration of Letter of Credit. The Series 1998A Bonds
are subject to mandatory redemption by the Issuer in whole (except to the extent
purchased in lieu of  redemption  as provided in  paragraph  (e) of this Section
302) on the Interest Payment Date  immediately  preceding the expiration date of
the Letter of Credit at the principal amount thereof,  without  premium,  if the
Lessee fails to provide a  Substitute  Letter of Credit in  accordance  with the
provisions  of Section  4.8 of the Lease  Agreement  to the  Trustee or obtain a
renewal or amendment which extends the term of the Letter of Credit on or before
the 46th day prior to the Interest  Payment Date which precedes such  expiration
date.

      (d)  Redemption  Upon a  Default  Under  the  Letter  of  Credit  Provider
Documents.  The Series  1998A Bonds are subject to mandatory  redemption  by the
Issuer  in whole  (except  to the  extent  purchased  in lieu of  redemption  as
provided in paragraph (e) of this Section 302), at the principal amount thereof,
without  premium,  as soon as  practicable  (but in no event  later  than  seven
calendar  days)  after (i) the Trustee  has  received a written  notice from the
Letter of Credit  Provider  stating that an Event of Default has occurred  under
the  Letter of Credit  Provider  Documents  and that the  Letter of Credit  will
expire  pursuant  to the terms of such  written  notice or (ii) the  Trustee has
received a written  notice from the Letter of Credit  Provider  stating that the
interest portion of the Letter of Credit will not be reinstated.


                                       27
<PAGE>


      (e)  Purchase of Series 1998A Bonds in Lieu of Certain Redemptions.

           (i) The Series 1998A Bonds, upon being called for redemption pursuant
      to paragraph  (a), (c) or (d) of this  Section 302, may be  purchased,  in
      lieu of redemption, in whole but not in part by the Lessee or its designee
      or the Letter of Credit Provider or its designee (the "Purchaser"), if (A)
      written  notice  to that  effect is given to the  Trustee  and S&P (if the
      Bonds are then rated by S&P),  by the  Purchaser  not later than 3:00 p.m.
      Kansas City,  Missouri  time, on the third Business Day preceding the date
      scheduled  for  redemption,  which  notice shall state the identity of the
      Purchaser and the reason for such purchase in lieu of redemption,  and (B)
      the conditions set forth in  subparagraph  (ii) of this Section 302(e) are
      satisfied.

           (ii) To the extent the Purchaser  has  deposited in a separate  trust
      account  designated by the Trustee for such purpose  Available Moneys with
      the Trustee in an amount equal to or greater than the aggregate  principal
      amount of Series 1998A Bonds called for  redemption  pursuant to paragraph
      (a), (c) or (d) of this Section 302, plus redemption  premium, if any, and
      accrued interest  thereon to the date scheduled for redemption,  not later
      than 10:00 a.m.  Kansas City,  Missouri  time,  on the third  Business Day
      preceding the date scheduled for  redemption,  then any Series 1998A Bonds
      presented  to the  Trustee on or before the close of  business on the date
      scheduled for redemption or purchase shall be purchased, and not redeemed,
      with  moneys so  deposited  in said  account at a purchase  price for each
      Series  1998A Bond equal to the  principal  amount  thereof,  plus accrued
      interest  thereon to the date scheduled for  redemption.  Any Series 1998A
      Bond to be purchased in lieu of such  redemption  that is not presented to
      the Trustee on or before the date scheduled for redemption shall become an
      Undelivered Bond and shall be deemed to have been purchased on such date.

           (iii)The   purchase  price  of  any  Undelivered  Bond  described  in
      subparagraph (ii) of this Section 302(e) shall be paid by the Trustee when
      it is surrendered  for payment at the principal  corporate trust office of
      the Trustee.  On the date scheduled for  redemption  pursuant to paragraph
      (a), (c) or (d) of this Section 302, the Bond Registrar shall authenticate
      (and the Issuer shall execute,  if necessary) a replacement  Bond for such
      Undelivered Bond. The Owner of such Undelivered Bond shall not be entitled
      to receive any further  interest  thereon and shall have no further rights
      under this  Indenture  except to receive such purchase  price so deposited
      with the Trustee, without interest thereon, upon such surrender.

           (iv) Promptly,  and in no event more than seven Business Days,  after
      any date scheduled for redemption pursuant to paragraph (a), (c) or (d) of
      this  Section 302, the Trustee  shall give notice by  first-class  mail to
      each  Owner  of an  Undelivered  Bond  deemed  to  be  purchased  on  such
      redemption   date,   which  notice  shall  state  that  interest  on  such
      Undelivered  Bond ceased to accrue on such redemption date and that moneys
      representing  the purchase  price of such  Undelivered  Bond are available
      against surrender thereof as aforesaid.

           (v) Moneys  deposited by the Purchaser in the separate  trust account
      described in  subparagraph  (ii) of this Section 302(e) shall be invested,
      at  the  direction  of  the  Letter  of  Credit  Provider,  in  Government
      Securities  maturing as to principal and interest at such time and in such
      amounts as is sufficient to make timely  payment of the purchase  price of
      Series 1998A Bonds to be purchased  under the provisions of this paragraph
      (e) (which, in the case of Undelivered  Bonds,  shall be the next Business
      Day). Any earnings from the investment of such moneys shall be retained by
      the Trustee to the extent  necessary to assure the amount so held in trust
      is  sufficient  to pay the  purchase  price of  Series  1998A  Bonds to be
      purchased under the provisions of this

                                       28
<PAGE>


      paragraph (e) and, to the extent not necessary for such purpose,  shall be
      paid to the Letter of Credit  Provider  to the  extent of sums  owed.  Any
      funds  remaining in such trust account after payment of the purchase price
      of Series 1998A Bonds  pursuant to this  paragraph  (e) and payment of any
      sums owed the Letter of Credit Provider shall be paid to the Lessee.

           (vi) All Series  1998A Bonds  purchased as herein  provided  shall be
      registered  by the Bond  Registrar  for  transfer and  redelivery  to such
      person or persons as shall be designated by the Purchaser.

      (f) Redemption from Moneys Remaining in the Project Funds.  Subject to the
notice requirement set forth in Section 304, the Bonds are subject to redemption
in part by the Issuer,  at the option of and upon written  instructions from the
Lessee, with the prior written consent of the Letter of Credit Provider,  at the
principal amount thereof,  without  premium,  from Available Moneys remaining in
the Project Funds following  completion of the  acquisition and  construction of
the Project. The date of redemption pursuant to this Section 302(f) shall be the
next succeeding date upon which Bonds may be redeemed and for which the required
redemption  notice  may  be  given  following  the  date  of  completion  of the
acquisition and construction of the Project and payment of all Project Costs.

      (g)  Mandatory Sinking Fund Redemption.

           (i) The Series  1998A Bonds will be subject to  mandatory  redemption
      and payment  prior to their  stated  maturity  pursuant  to the  mandatory
      redemption requirements of this paragraph (g), on September 1 in each year
      in  accordance  with  the  redemption  schedule  set out in  this  Section
      302(g)(i),  at 100% of the principal amount thereof, plus accrued interest
      to the redemption date, without premium.


                                       PRINCIPAL
           YEAR                          AMOUNT
           ----                          ------
           1999                       $1,850,000
           2000                        1,850,000
           2001                        1,850,000
           2002                        1,850,000
           2003                        1,800,000
           2004                        1,800,000
           2005                        1,800,000
           2006                        1,800,000
           2007                        1,800,000
           2008                        1,800,000

         (Leaving $1,800,000 to mature on September 1, 2009)

           (ii) The Series 1998B Bonds will be subject to  mandatory  redemption
      and payment  prior to their  stated  maturity  pursuant  to the  mandatory
      redemption requirements of this paragraph (g), on September 1 of each year
      in  accordance  with  the  redemption  schedule  set out in  this  Section
      302(g)(ii), at 100% of the principal amount thereof, plus accrued interest
      to the redemption date, without premium.

                                       29
<PAGE>



                                    PRINCIPAL
           YEAR                      AMOUNT
           ----                     -------
           1999                     $455,000
           2000                      455,000
           2001                      455,000
           2002                      455,000
           2003                      455,000
           2004                      455,000
           2005                      455,000
           2006                      455,000
           2007                      455,000
           2008                      455,000

          (Leaving $450,000 to mature on September 1, 2009)

           (iii)The  Series 1998C Bonds will be subject to mandatory  redemption
      and payment  prior to their  stated  maturity  pursuant  to the  mandatory
      redemption requirements of this paragraph (g), on September 1 of each year
      in  accordance  with  the  redemption  schedule  set out in  this  Section
      302(g)(iii),  at  100%  of the  principal  amount  thereof,  plus  accrued
      interest to the redemption date, without premium.



<PAGE>


                                    PRINCIPAL
           YEAR                      AMOUNT
           ----                     -------
           1999                     $730,000
           2000                      730,000
           2001                      730,000
           2002                      730,000
           2003                      730,000
           2004                      725,000
           2005                      725,000
           2006                      725,000
           2007                      725,000
           2008                      725,000

          (Leaving $725,000 to mature on September 1, 2009)

           (iv) The  Trustee  shall each year in which  Bonds are to be redeemed
      pursuant to the terms of this paragraph (g) make timely selection of Bonds
      or portions of Bonds to be so redeemed in accordance  with Section 303 and
      shall give notice  thereof as  provided  in Section  304  without  further
      instructions from the Issuer, the Lessee or the Letter of Credit Provider.

           (v) The Trustee may,  upon the receipt of written  instructions  from
      the Letter of Credit  Provider  delivered on or before the forty-fifth day
      next  preceding  any date on which  Bonds  are  scheduled  for  redemption
      pursuant to this  paragraph  (g),  use moneys on deposit in the  Available
      Moneys  Account of the  Series  1998A Bond Fund (but only to the extent of
      excess  moneys as described in Section  503(d)) at any time using its best
      efforts, to the extent as may be practical, to

                                       30
<PAGE>


      purchase Bonds of the maturity subject to mandatory redemption on the next
      Annual Date in the open market at a price not in excess of their principal
      amount.  Bonds  purchased  pursuant  to this  Section  302(g)(v)  shall be
      cancelled by the Trustee and applied as a credit against future redemption
      obligations.

         (vi) At the  option of the Lessee  with (if credit is sought  against
      the obligations created by  Section302(g)(ii) or (iii) hereof) the written
      consent of the Letter of Credit Provider, to be exercised on or before the
      forty-fifth day next preceding any date on which Bonds are scheduled to be
      redeemed  pursuant to this  paragraph  (g),  the Lessee may deliver to the
      Trustee  (A) for  cancellation  Bonds in any  aggregate  principal  amount
      desired;  (B)  funds,  together  with  appropriate  instructions,  for the
      purpose of  purchasing  any Bonds from any Owner  thereof,  whereupon  the
      Trustee shall expend such funds for such purpose using its best efforts to
      such extent as may be practical; or (C) receive a credit in respect to the
      mandatory redemption obligation of the Issuer under this paragraph (g) for
      any Bonds that prior to such date have been  redeemed or purchased  (other
      than through the operation of the  requirements  of this paragraph (g) and
      canceled by the Trustee and not  theretofore  applied as a credit  against
      any redemption obligation under this paragraph (g). Each Bond so delivered
      or  previously  purchased  or  redeemed  pursuant  to  either  of the  two
      preceding  sentences  shall be  credited at 100% of the  principal  amount
      thereof  against  the  obligation  of the  Issuer to  redeem  Bonds on any
      mandatory  redemption date or dates as specified in writing by the Lessee.
      If the Lessee  intends to exercise the option  granted by clauses (A), (B)
      or (C) in this  Section  302(g)(vi),  the Lessee  shall,  on or before the
      forty-fifth day next preceding any date on which Bonds are scheduled to be
      redeemed pursuant to this paragraph (g), furnish the Trustee a certificate
      signed by the Lessee,  indicating  to what extent said clauses (A), (B) or
      (C) are to be  complied  with in  respect  to  such  mandatory  redemption
      requirement  and deliver all Bonds to be canceled  pursuant to such clause
      (A).

      Section 303.   Selection of Bonds to be Redeemed.

      (a) Series  1998A Bonds in the Weekly  Mode or the  Monthly  Mode shall be
redeemed in the principal amount of $100,000 or any integral  multiple of $5,000
in excess  thereof.  Series 1998A Bonds in any other Interest Rate Mode shall be
redeemed in the principal amount of $5,000 or any integral multiple thereof. The
Series 1998A Bonds to be redeemed shall be selected by the Trustee as follows:

           (i)  First, from Pledged Bonds,

           (ii) Second,  from all other Series 1998A Bonds being redeemed (other
      than Pledged Bonds and Lessee Bonds), and

           (iii)Third, from Lessee Bonds.

Except for the order set forth above, selection of Bonds or portions of Bonds to
be  redeemed  shall be by such  method  as the  Trustee  shall  deem  equitable,
provided that for this purpose Bonds of a  denomination  larger than the minimum
authorized  denomination or integral  multiples  thereof provided for in Section
203 shall be treated on the same basis as if they were the appropriate number of
Bonds of such minimum authorized denomination.  The portions of the principal of
Outstanding  Bonds so  selected  for partial  redemption  shall be equal to such
minimum authorized denomination or integral multiples thereof. Any Bond which is
to be redeemed only in part shall be submitted to the Paying Agent and delivered
to the  Trustee  who shall  authenticate  and deliver to the Owner of such Bond,
without service charge, a new Bond

                                       31
<PAGE>


or Bonds,  of any  authorized  denomination  as  requested  by such  Owner in an
aggregate  principal amount equal to and in exchange for the unredeemed  portion
of the principal of the Bonds so surrendered. If the Owner of any such Bond of a
denomination  greater  than the minimum  authorized  denomination  for such Bond
fails to present  such Bond to the Paying  Agent for  payment  and  exchange  as
aforesaid,  such  Bond  shall,  nevertheless,  become  due  and  payable  on the
redemption  date to the extent of the  principal  amount of such Bond called for
redemption (and to that extent only).

      Series  1998B  Bonds and  Series  1998C  Bonds  shall be  redeemed  in the
principal  amount of $5,000 or any  integral  multiple  of $5,000;  provided  no
partial  redemption  shall  result in any Series  1998B Bond or any Series 1998C
Bond remaining Outstanding in a principal amount less than $100,000.

      (b) In the case of any optional  redemption of Bonds pursuant to paragraph
(a), (b) or (f) of Section 302, the Trustee  shall call Bonds for  redemption as
herein  provided  upon  receipt  by the  Trustee  at least 45 days  prior to the
redemption  date of a written  request of the Lessee  together  with the written
consent  of the Letter of Credit  Provider,  if  required.  Such  request  shall
specify the principal  amounts of Bonds to be called for redemption,  the series
of Bonds to be redeemed,  the date such Bonds are to be redeemed, the applicable
redemption  price or prices and the provision or  provisions  of this  Indenture
pursuant  to which  such Bonds are to be called for  redemption.  The  foregoing
provisions  of this  paragraph  shall  not  apply in the  case of any  mandatory
redemption of Bonds pursuant to paragraphs  (c), (d) and (g) of Section 302, and
Bonds shall be called by the Trustee for  redemption  pursuant to such mandatory
redemption  requirements  without the necessity of any action by the Issuer, the
Lessee or the  Letter  of  Credit  Provider  and  whether  or not at the time of
mailing the notice of  redemption  the  Trustee  holds in the  Available  Moneys
Account of the Series 1998A Bond Fund moneys  available  for and  sufficient  to
effect the required redemption.

      Section 304.   Notice of Redemption.

      (a) Whenever the Trustee  shall call any of the Bonds for  redemption  the
Trustee shall give written  notice in the name of the Issuer of its intention to
redeem and pay such Bonds by first class mail, postage prepaid,  mailed not more
than 45 nor less  than 30 days (not more than 7 nor less than 5 days in the case
of a redemption  described in Section  302(d)) prior to the redemption  date, to
each Owner of Bonds to be redeemed at such Owner's address appearing on the Bond
Register and, if any Series 1998A Bonds are being called for redemption,  to the
Remarketing Agent.

      (b) All notices of redemption  shall state:  (i) the redemption date; (ii)
the  redemption  price;  (iii) if less  than  all  Outstanding  Bonds  are to be
redeemed,  the maturity date and the identification numbers (and, in the case of
partial  redemption,  the  respective  principal  amounts)  of the  Bonds  to be
redeemed; (iv) that on the redemption date, the redemption price will become due
and payable upon each such Bond, and that interest thereon shall cease to accrue
from  and  after  said  date;  and (v) the  place  where  such  Bonds  are to be
surrendered  for payment of the  redemption  price (which shall be the principal
corporate trust office of the Paying Agent).

      (c) In addition, any notice of a redemption pursuant to paragraph (a), (c)
or (d) of Section  302 shall state that any Bond  called for  redemption  may be
purchased  at the option of the Lessee or its  designee  or the Letter of Credit
Provider  or its  designee  in lieu of  redemption  on the  date  scheduled  for
redemption,  that the Bonds called for  redemption  shall be  surrendered to the
Trustee on or before the date scheduled for  redemption,  duly endorsed in blank
for transfer, with all signatures guaranteed by an Eligible Guarantor (together,
with, if such date is prior to an Interest  Payment Date for such Bond and after
the related Record

                                       32
<PAGE>


Date,  a due-bill in form  satisfactory  to the Trustee for interest due on such
Bond on such  Interest  Payment Date in the event such Bond is purchased in lieu
of  redemption),  and that from and after such date  interest on such Bond shall
cease to accrue and such Bond shall no longer be  Outstanding  and shall have no
further  rights  under the  Indenture  except to receive  the  principal  amount
thereof,  plus accrued interest to such date, regardless of whether such Bond is
presented to the Trustee on such date.

      (d)  Neither  the  failure of the Owner of any Bond to be so  redeemed  to
receive  written  notice  mailed as herein  provided  nor any defect in any such
notice shall affect or invalidate the redemption of said Bond.

      (e) In addition to the  foregoing  notice,  the Trustee  shall also comply
with any  requirements  or guidelines,  published by the Securities and Exchange
Commission  relating  to  providing  notices of  redemption.  The failure of the
Trustee to comply with any such requirements  shall not affect or invalidate the
redemption of said Bonds.

    Section 305.  Effect of Call for  Redemption.  Prior to any date fixed for
redemption,   there  shall  be  deposited  with  the  Trustee  Available  Moneys
sufficient to pay the principal of the Bonds called for  redemption  and accrued
interest thereon to the redemption date and the redemption premium, if any. Upon
the happening of the above conditions,  and notice having been given as provided
in Section 304, the Bonds or the portions of the principal  amount of Bonds thus
called for  redemption  shall cease to bear interest on their  redemption  date,
provided funds or such securities sufficient for the payment of principal of and
redemption premium, if any, and accrued interest on such Bonds are on deposit at
the place of payment at that time, and such Bonds shall no longer be entitled to
the protection, benefit or security of this Indenture and shall not be deemed to
be Outstanding under this Indenture.

      Section 306.   Purchase at Bondowner Option.

      (a) Series 1998A Bonds shall be purchased  pursuant to the  procedure  set
forth in this Section,  but solely from the sources described in Section 308, at
the option of the Owner thereof, on the Purchase Date specified by such Owner as
described  below at the purchase  price equal to the  principal  amount  thereof
plus, if such Purchase Date is not an Interest Payment Date, accrued interest to
the Purchase Date. Except as provided in the immediately  following sentence, in
order to exercise  such option with respect to any Series 1998A Bond,  the Owner
of such Series 1998A Bond must:

           (i) while  the  Series  1998A  Bonds  are in the  Weekly  Mode or the
      Monthly  Mode,  deliver to the  Tender  Agent at its  Principal  Office an
      irrevocable  Bondowner Election Notice  substantially in the form attached
      as Exhibit C, which  Bondowner  Election  Notice  must be  received by the
      Tender Agent at least seven days prior to the Purchase  Date  specified in
      such Bondowner  Election Notice and pursuant to which  Bondowner  Election
      Notice  such Owner shall agree to deliver  such  Series  1998A Bond,  duly
      endorsed  in blank for  transfer,  with all  signatures  guaranteed  by an
      Eligible  Guarantor  (together  with, in the case of any Series 1998A Bond
      with a specified Purchase Date prior to an Interest Payment Date and after
      the related  Record  Date, a due-bill in form  satisfactory  to the Paying
      Agent for interest due on such Series 1998A Bond on such Interest  Payment
      Date),  to the Tender Agent at its  Principal  Office on or prior to 11:00
      a.m.,  Kansas  City,  Missouri  time,  on or  prior  to the  Business  Day
      preceding such Purchase Date, or

           (ii)  while the Series  1998A  Bonds are in any other  Interest  Rate
      Mode,  deliver to the Tender Agent at its Principal  Office an irrevocable
      Bondowner Election Notice, in the form

                                       33
<PAGE>


      included as a portion of the Notice of Rate  Adjustment,  which  Bondowner
      Election  Notice must be delivered at least 12 calendar  days prior to the
      Purchase  Date  specified in such  Bondowner  Election  Notice and must be
      accompanied  by such  Series  1998A  Bond,  duly  endorsed  in  blank  for
      transfer, with all signatures guaranteed by an Eligible Guarantor.

      (b) If a Registered Owner delivers a properly completed Bondowner Election
Notice with  respect to any Series  1998A Bond and such Series 1998A Bond is not
delivered to the Tender Agent by 11:00 a.m., Kansas City,  Missouri time, on the
date it is to be purchased in accordance  with this  Section,  such Series 1998A
Bond shall become an Undelivered Bond and shall be deemed to have been purchased
on such date and shall cease to bear interest on such date.

      (c) On or before the first  Business Day after the Tender  Agent  receives
from any Owner of any Series 1998A Bond a properly completed  Bondowner Election
Notice  delivered  pursuant to this  Section,  the Tender Agent shall notify the
Trustee,  the Lessee, the Letter of Credit Provider and the Remarketing Agent by
telephone,  promptly  confirmed  in writing,  of such  receipt,  specifying  the
contents  thereof.  Upon delivery by such Owner  pursuant to this Section of the
Series 1998A Bond which is the subject of such purchase,  the Tender Agent shall
hold such Series 1998A Bond in trust for the benefit of such Owner until payment
shall have been made for such  Series  1998A Bond  pursuant  to Section  308 and
thereafter  for the  benefit of the person to whom the  delivery  of such Series
1998A Bond is to be made pursuant to Section 310 until such delivery is made.

       Section 307.   Purchase  on  Interest  Rate  Mode   Conversion   Date  or
Substitute Letter of Credit Date.

      (a) The Series 1998A Bonds are subject to mandatory tender and purchase on
any Interest Rate Mode  Conversion  Date or on any  Substitute  Letter of Credit
Date.  Such Series 1998A Bonds shall be  purchased at a purchase  price equal to
the  principal  amount  thereof  plus,  if the Purchase  Date is not an Interest
Payment Date,  accrued interest to the Purchase Date;  provided that there shall
not be so  purchased  any Series  1998A Bond or portion  thereof with respect to
which the Trustee  shall have  received  directions  not to so purchase the same
from the Owner thereof in accordance with paragraph (c) below.

      (b) At least 35 days prior to any Interest  Rate Mode  Conversion  Date or
Substitute  Letter of Credit Date,  the Trustee  shall send to the Owner of each
Series  1998A  Bond a Notice of  Interest  Rate Mode  Conversion  or a Notice of
Substitute  Letter  of  Credit,  as  appropriate,  substantially  in the form of
Exhibit D or Exhibit E, respectively. Copies of the notice shall also be sent by
the  Trustee  to the  Lessee,  the  Remarketing  Agent and the  Letter of Credit
Provider. In addition, the Trustee shall send a copy of such notice to any Owner
of each Series  1998A Bond who becomes an Owner of such Series 1998A Bond during
the  period  between  the  giving  of such  notice  and the  Interest  Rate Mode
Conversion  Date or Substitute  Letter of Credit Date, such notice to be sent at
the time that the Bond Registrar makes a registration of transfer of such Series
1998A  Bond  in the  name of such  Owner;  provided  that,  if the  Trustee  has
previously  received  during  such  period  relating  to an  Interest  Rate Mode
Conversion  Date or  Substitute  Letter  of  Credit  Date  directions  not to so
purchase the same in accordance  with  paragraph (c) below,  such notice to such
new Owner shall state that such directions have been received by the Trustee and
are binding upon such new Owner.

      (c) The Owner of any Series  1998A  Bond as to which a Notice of  Interest
Rate Mode  Conversion  has been  given and of a  denomination  not less than the
minimum  authorized  denomination  to be effective for such Series 1998A Bond on
the Interest Rate Mode Conversion Date stated in said notice,

                                       34
<PAGE>


or of any Series 1998A Bond as to which a Notice of Substitute  Letter of Credit
has been given,  may direct  that all or any  portion of such Series  1998A Bond
(which  portion shall be in a principal  amount equal to the minimum  authorized
denomination  of Series 1998A Bonds on the Interest Rate Mode Conversion Date or
the  Substitute  Letter of  Credit  Date,  as the case may be,  or any  integral
multiple thereof) not be purchased by delivering to the Trustee at its principal
corporate trust office at least 12 calendar days prior to the relevant  Interest
Rate Mode Conversion Date or Substitute Letter of Credit Date the portion of the
Notice of Interest Rate Mode  Conversion  or the Notice of Substitute  Letter of
Credit, as the case may be, entitled "Bondowner  Direction Not to Purchase." Any
Series 1998A Bond or portion  thereof  with  respect to which a valid  Bondowner
Direction Not to Purchase has been  delivered in accordance  with this paragraph
(c)  shall not be  purchased  on such  Interest  Rate  Mode  Conversion  Date or
Substitute  Letter of Credit  Date.  Any  Bondowner  Direction  Not to  Purchase
delivered  to the  Trustee  in  accordance  with  this  paragraph  (c)  shall be
irrevocable with respect to the purchase for which such instrument was delivered
and shall be  binding  upon  subsequent  Owners of the  Series  1998A  Bond with
respect to which such  instrument  was delivered,  including  Series 1998A Bonds
issued in exchange therefor or upon the registration of transfer thereof.

      (d) Any Series  1998A Bond to be  purchased  pursuant to this  Section 307
shall be purchased  solely from the funds  specified in Section 308,  unless the
Owner of such Series  1998A Bond  delivers a valid  Bondowner  Direction  Not to
Purchase with respect thereto in accordance with paragraph (c) above.

      (e) On the  Business  Day  following  the 12th  calendar  day prior to any
Interest  Rate Mode  Conversion  Date or Substitute  Letter of Credit Date,  the
Trustee shall give notice by telephone,  promptly  confirmed in writing,  to the
Tender  Agent,  the Lessee,  the Letter of Credit  Provider and the  Remarketing
Agent as to the  aggregate  principal  amount of such  Series  1998A  Bonds with
respect to which the Trustee has  received a valid  Bondowner  Direction  Not to
Purchase.

      (f) The  Owner of any  Series  1998A  Bond or  portion  thereof  purchased
pursuant to this Section will be required to surrender such Series 1998A Bond on
or  before  9:00  a.m.  Kansas  City,  Missouri  time,  on the  date it is to be
purchased at the Principal  Office of the Tender Agent,  duly endorsed in blank,
with all signatures  guaranteed by an Eligible Guarantor.  If not so surrendered
by such  time,  such  Series  1998A  Bond or  portion  thereof  shall  become an
Undelivered  Bond,  shall be deemed to have been purchased on such Interest Rate
Mode Conversion Date or Substitute Letter of Credit Date, and shall no longer be
entitled to the benefits of this Indenture, except for the purpose of payment of
the purchase price therefor.

      Section 308.   Payment of Purchase Price by Tender Agent.

      (a)  On  each  Purchase  Date,  Interest  Rate  Mode  Conversion  Date  or
Substitute  Letter of Credit Date, the Tender Agent shall pay, but only from the
funds described  below, the purchase price of Series 1998A Bonds delivered to it
for purchase on such date and  Undelivered  Bonds deemed to be purchased on such
date pursuant to Section 306 or 307.  Such purchase  price shall be equal to the
principal  amount  of said  Series  1998A  Bonds,  plus,  if such date is not an
Interest  Payment Date,  accrued interest to such date. Funds for the payment of
such purchase price shall be derived from the following sources in the following
order of priority:

           (i) Moneys  furnished  to the Tender Agent by the  Remarketing  Agent
      representing  the proceeds of the sale of Series 1998A Bonds in accordance
      with Section 309 to the extent such moneys  constitute  Available  Moneys;
      and

                                       35
<PAGE>



           (ii) Moneys  furnished to the Tender Agent  representing the proceeds
      of a  drawing  under  the  Letter of  Credit  to the  extent  such  moneys
      constitute Available Moneys.

If the Tender Agent is unable to pay the purchase price of any Series 1998A Bond
delivered for purchase  pursuant to Section 306 or 307 because  sufficient funds
are not on deposit therefor from the sources  indicated above, such Series 1998A
Bond shall be returned by the Tender Agent to its Owner.

      (b) The purchase  price of Undelivered  Bonds  specified in Section 306 or
307 shall be paid by the Tender Agent when they are  surrendered  for payment at
the Principal  Office of the Tender Agent  provided that such Series 1998A Bonds
are duly  endorsed in blank for transfer  with all  signatures  guaranteed by an
Eligible  Guarantor.  On any date an Undelivered  Bond is deemed to be purchased
pursuant to Section 306 or 307, the Bond Registrar shall  authenticate  (and the
Issuer shall  execute,  if necessary) a  replacement  Series 1998A Bond for such
Undelivered  Bond. The Owner of such  Undelivered  Bond shall not be entitled to
receive any further interest thereon and shall have no further rights under this
Indenture  except to receive such  purchase  price so deposited  with the Tender
Agent, without interest thereon, upon such surrender.

      (c) Promptly after any date an Undelivered  Bond is deemed to be purchased
pursuant  to Section 306 or 307,  the Trustee  shall give notice by mail to each
Owner of an Undelivered  Bond deemed to be purchased on such date,  which notice
shall  state that  interest  on such  Undelivered  Bond ceased to accrue on such
date, and that moneys  representing such purchase price of such Undelivered Bond
are available against surrender thereof as aforesaid.

      (d) Moneys  furnished  to the Tender  Agent to pay the  purchase  price of
Series  1998A  Bonds  pursuant to Section 306 or 307 shall be held in a separate
trust account and invested,  at the direction of the Letter of Credit  Provider,
in Government Securities maturing as to principal and interest at such times and
in such amounts as is sufficient to make timely  payment of such purchase  price
(which in the case of Undelivered Bonds, shall be on the next Business Day). Any
earnings  from the  investment  of such  moneys  shall be retained by the Tender
Agent  to the  extent  necessary  to  assure  the  amount  so held in  trust  is
sufficient to pay such  purchase  price and to the extent not necessary for such
purpose shall be applied or distributed as provided in paragraph (e) below.

      (e) Immediately after paying the purchase price for all Series 1998A Bonds
(other than any Undelivered Bonds) to be purchased on any Purchase Date pursuant
to Section 306 or 307, the Tender  Agent shall apply or disburse  any  remaining
moneys  furnished  to it to  purchase  Series  1998A  Bonds on such date and any
earnings from the investment thereof as follows:

           (i)  First,  to hold  in the  separate  trust  account  described  in
      paragraph (d) above the purchase price for any Undelivered Bonds deemed to
      have been purchased on such date; and

           (ii) Second,  to pay to the Letter of Credit  Provider in immediately
      available funds the remaining amounts.  To the extent the Letter of Credit
      Provider has been reimbursed, the Letter of Credit Provider shall pay such
      moneys to the Lessee.

      (f) The Tender Agent shall promptly  return any Bondowner  Election Notice
delivered pursuant to Section 306 (together with the Series 1998A Bond or Series
1998A Bonds submitted  therewith) that are incomplete or improperly completed or
not delivered within the times required by

                                       36
<PAGE>


Section 306 to the Owner  submitting  such Bondowner  Election Notice and Series
1998A Bond or Series 1998A Bonds upon surrender of the receipt,  if any,  issued
therefor.  The Tender  Agent's  determination  of whether a  Bondowner  Election
Notice delivered pursuant to Section 306 is properly completed or delivered on a
timely basis shall be binding on the Lessee,  the Letter of Credit  Provider and
the Owner submitting such Bondowner Election Notice.

      Section 309.   Sale of Series 1998A Bonds by Remarketing Agent.

      (a) Upon  notification  of the receipt by the Tender  Agent of a Bondowner
Election  Notice,  the  Remarketing  Agent shall offer for sale and use its best
efforts to sell all Series 1998A Bonds  specified for purchase in such Bondowner
Election  Notice on the  Purchase  Date  specified  in such  Bondowner  Election
Notice,  or, if such Series 1998A Bonds cannot be sold on such Purchase Date, as
soon  thereafter  as  practicable,  at a purchase  price equal to the  principal
amount thereof,  plus, if the date of purchase is not an Interest  Payment Date,
accrued  interest  on such  Series  1998A  Bonds to such  date of  purchase.  In
addition, the Remarketing Agent shall offer for sale and use its best efforts to
sell any Series  1998A  Bonds to be  purchased  pursuant  to Section  307 on the
applicable  Interest Rate Mode  Conversion  Date or Substitute  Letter of Credit
Date,  or, if such Series 1998A Bonds cannot be sold on such  Interest Rate Mode
Conversion Date or Substitute Letter of Credit Date, as the case may be, as soon
thereafter as  practicable,  at a purchase  price equal to the principal  amount
thereof,  plus, if the date of purchase is not an Interest Payment Date, accrued
interest on such Series 1998A Bonds to such date of purchase.
    (b) By 9:00 a.m.,  Kansas  City,  Missouri  time,  on the  Purchase  Date,
Interest  Rate Mode  Conversion  Date or Substitute  Letter of Credit Date,  the
Remarketing Agent shall give notice by telephone, promptly confirmed in writing,
to the Trustee,  the Bond Registrar (if not the Trustee),  the Tender Agent, the
Letter of Credit  Provider and the Lessee  specifying  the  principal  amount of
Series 1998A Bonds,  if any,  sold by it pursuant to  paragraph  (a) above,  the
amount of remarketing  proceeds on hand at that time,  the names,  addresses and
tax  identification  numbers of those in whose names such Series 1998A Bonds are
to be registered and the denominations of such Series 1998A Bonds.

      (c) Subject to paragraph (d) below, the Remarketing  Agent shall offer for
sale and use its best efforts to sell any Pledged Bonds held by the Tender Agent
pursuant to Section 310, at the maximum price obtainable if,  concurrent with or
prior to any sale of Pledged Bonds, the Letter of Credit Provider has reinstated
the principal component of the Letter of Credit to cover such Series 1998A Bonds
in the manner  required by the Letter of Credit and Section 310. No Series 1998A
Bond  shall be sold at a price  less  than the  principal  amount  thereof  plus
interest  accrued  thereon  without the prior written  approval of the Letter of
Credit Provider. Prior to any sale of Pledged Bonds, the Remarketing Agent shall
give notice by telephone,  promptly  confirmed in writing,  to the Trustee,  the
Tender Agent,  the Letter of Credit  Provider and the Lessee of the date of sale
of such Pledged Bonds.

      (d)  Any   provision   contained   in  this   Section   to  the   contrary
notwithstanding,  the  Remarketing  Agent  shall not sell,  or offer for sale or
deliver  (i) any  Series  1998A  Bonds at any time  with  respect  to which  the
Remarketing  Agent has actual  knowledge or has been  notified  that an Event of
Default  exists  pursuant to paragraph (a), (b), (c), (f) or (g) of Section 801,
or (ii) any Series  1998A Bonds that have been  purchased  pursuant to paragraph
(e) of Section 302 in lieu of redemption  pursuant to paragraphs (a), (c) or (d)
of Section 302 unless there has been delivered to the Remarketing  Agent and the
Trustee  prior  to  such  sale,  an  opinion  of  counsel  satisfactory  to  the
Remarketing  Agent and the  Trustee  stating  that such sale  complies  with all
applicable federal and state securities laws.

      Section 310.   Delivery of Series 1998A Bonds.

                                       37
<PAGE>



      (a) To  effectuate  the  delivery  of the Series  1998A  Bonds sold by the
Remarketing  Agent pursuant to Section 309, upon receipt of the notice  provided
in Section 309(b), the Bond Registrar shall prepare new Series 1998A Bonds which
shall be registered by the Bond Registrar in the names of the purchasers thereof
and delivered to the Tender Agent for redelivery to such purchasers upon payment
by such  purchasers to the Tender Agent in  immediately  available  funds of the
purchase price therefor specified in Section 308.

      (b) Pledged Bonds shall be registered by the Bond Registrar in the name of
the Lessee and shall be  delivered  to the Tender  Agent who shall hold the same
for the account of and subject to the  security  interest in favor of the Letter
of Credit  Provider.  Upon  direction  from the Letter of Credit  Provider,  the
Trustee  shall  promptly  register any Pledged Bond in the name of the Letter of
Credit  Provider or its  designee.  Pledged  Bonds  shall be released  only upon
receipt by the  Trustee  and the Tender  Agent of written  notice or  telephonic
notice  (promptly  confirmed  in writing)  from the  Remarketing  Agent that the
Pledged Bonds have been remarketed pursuant to Section 309(c) and written notice
from the Letter of Credit Provider that the Letter of Credit has been reinstated
as to such Pledged Bonds.

      Section 311.   Delivery of Proceeds of Sales.

      (a) The proceeds of the sale by the Remarketing  Agent of any Series 1998A
Bonds  pursuant to Section 309(a) shall be promptly paid on the Purchase Date to
the Tender Agent in immediately available funds and used as set forth in Section
308(a).  The proceeds of any sale by the  Remarketing  Agent of any Series 1998A
Bonds  pursuant to Section 309(c) shall be promptly paid to the Letter of Credit
Provider.

      (b) Prior to 9:30 a.m.,  Kansas City Time on the Purchase  Date,  Interest
Rate Mode Conversion Date or Substitute  Letter of Credit Date, the Tender Agent
shall  notify  the  Trustee,  the  Lessee  and the  Letter  of  Credit  Provider
specifying the amount of proceeds from the  remarketing of tendered Series 1998A
Bonds on deposit with the Tender  Agent.  Not later than 10:00 a.m.  Kansas City
Time on each Purchase  Date,  Interest Rate Mode  Conversion  Date or Substitute
Letter of Credit  Date,  the Trustee  shall make a demand for payment  under the
Letter of Credit in accordance with Section 504(a)(ii) in an amount equal to the
purchase price of all Series 1998A Bonds to be purchased on such date,  less the
amounts furnished to the Tender Agent pursuant to Section 308(a)(i). The Trustee
shall  cause  the  proceeds  of the  payment  under  the  Letter of Credit to be
delivered to the Tender Agent for purchase of Series 1998A Bonds as described in
Section 308(a)(ii).


                             ARTICLE IV

       CUSTODY AND APPLICATION OF BOND PROCEEDS; PROJECT FUNDS

      Section  401.  Creation  of Project  Funds.  There is hereby  created  and
ordered to be  established in the custody of the Trustee two special trust funds
to be designated  "City of Lenexa,  Kansas,  Series 1998A and 1998B Project Fund
LabOne,  Inc.  Project"  ("Series 1998A and 1998B Project  Fund"),  and "City of
Lenexa,  Kansas,  Series 1998C Project Fund LabOne, Inc. Project" ("Series 1998C
Project Fund").

                                       38
<PAGE>


      Section 402. Application of Bond Proceeds; Deposit into the Project Funds.
The proceeds  from the sale of the Series 1998A Bonds and the Series 1998B Bonds
shall be delivered to the Trustee and shall be deposited by the Trustee into the
Series 1998A and 1998B  Project  Fund.  The proceeds from the sale of the Series
1998C Bonds shall be  delivered  to the  Trustee and shall be  deposited  by the
Trustee into the Series 1998C Project Fund.

      Section 403.   Disbursements from the Project Funds.

      (a) The Trustee shall pay out of the Project Funds upon receipt of Written
Requests  amounts  equal to the amount  certified in the Written  Requests to be
payable  for any  Project  Costs and other fees and  expenses  incurred or to be
incurred by or on behalf of the Issuer or the Lessee in connection with or as an
incident to the issuance  and sale of the Bonds;  provided,  however,  that only
Series 1998A and 1998B  Project Costs shall be payable from the Series 1998A and
1998B Project Fund and only Series 1998C Project Costs shall be payable from the
Series 1998C Project Fund.

      (b) The Lessee is required  by Section  3.4(b) of the Lease  Agreement  to
deliver to the Trustee, the Issuer and the Letter of Credit Provider,  within 90
days after the completion of the Project,  a certificate of an Authorized Lessee
Representative.

      (c) On payment by the  Trustee of all  Written  Requests  tendered  to the
Trustee under the  provisions of paragraph (a) and receipt by the Trustee of the
certificate  described  in paragraph  (b),  any moneys  remaining in the Project
Funds will be deposited in the Available Moneys Account of the Series 1998A Bond
Fund and used to pay the  principal  of or interest on the Series 1998A Bonds as
they  become due unless the  Trustee is  directed  by the Lessee  with the prior
written consent of the Letter of Credit Provider to use such funds to the extent
possible to redeem Bonds  pursuant to Section  302(f),  in which case such funds
will be deposited in the Available  Moneys Account of the Series 1998A Bond Fund
(if the funds are to be used to redeem the Series 1998A Bonds), deposited in the
Series  1998B Bond Fund (if the funds are to be used to redeem the Series  1998B
Bonds) or  deposited  in the Series 1998C Bond Fund (if the funds are to be used
to redeem the Series 1998C Bonds).

      (d)  Subject  to the  provisions  of  Section  602,  moneys at any time on
deposit in the Project  Funds shall be invested or  reinvested by the Trustee in
Investment Securities maturing at such time or times so that the Trustee will be
able to pay costs of the Project  from time to time upon the order of the Lessee
as  herein  provided.  The  Trustee  is  entitled  to rely  upon a  schedule  of
anticipated  payments of costs of the Project  approved by an Authorized  Lessee
Representative  in  scheduling  such  investments.  Any  interest  or  profit on
investments  shall be credited to the applicable  Project Fund. Any loss on such
investments  shall be charged to the applicable  Project Fund. The Trustee shall
not be obligated to invest any moneys held by it hereunder except as directed by
the  Lessee,  pursuant  to Section  602 but shall,  at least once each  quarter,
inform  the Issuer and the Lessee of  amounts  that  remain  uninvested  but are
eligible  for  investment  in  Investment  Securities.  The  Trustee may sell or
present for redemption any obligations so purchased  whenever it is necessary in
order to provide moneys to meet any payment pursuant to this Section 403 and the
Trustee  shall not be liable or  responsible  for any loss  resulting  from such
investments.


                              ARTICLE V

                         REVENUES AND FUNDS

                                       39
<PAGE>


      Section  501.  Creation  of the Bond  Funds.  There is hereby  created and
ordered  established  in the custody of the Trustee three special trust funds in
the name of the Issuer to be designated  "City of Lenexa,  Kansas,  Series 1998A
Bond Fund LabOne,  Inc.  Project"  (herein called the "Series 1998A Bond Fund"),
"City of Lenexa,  Kansas,  Series 1998B Bond Fund LabOne,  Inc. Project" (herein
called the "Series 1998B Bond Fund") and "City of Lenexa,  Kansas,  Series 1998C
Bond Fund LabOne,  Inc.  Project"  (herein called the "Series 1998C Bond Fund").
There are hereby  created and ordered  established in the Series 1998A Bond Fund
three separate  accounts,  to be designated the Available  Moneys  Account,  the
Letter of Credit  Account  and the  Unavailable  Moneys  Account.  Moneys in the
Series  1998A Bond Fund  (other  than  moneys on deposit in the Letter of Credit
Account) that constitute  Available Moneys shall be held in the Available Moneys
Account.  All other  moneys in the Series  1998A Bond Fund (other than moneys on
deposit in the Letter of Credit Account) shall be held in the Unavailable Moneys
Account until such time as such moneys  constitute  Available  Moneys,  at which
time  such  moneys  shall be  transferred  to and held in the  Available  Moneys
Account.

      Section 502.   Deposits into the Bond Funds.

      (a) The Trustee shall deposit into the Series 1998A Bond Fund, as and when
received,  (i) all accrued  interest on the Series 1998A Bonds,  if any, paid by
the  original  purchaser  of the Series  1998A  Bonds;  (ii) all Lease  Payments
received  pursuant to the Lease Agreement and allocated to the Series 1998A Bond
Fund;  (iii) the amounts to be deposited in the Series 1998A Bond Fund  pursuant
to Section  5.6 of the Lease  Agreement;  (iv) all  interest  earned and profits
realized from investments required to be deposited in the Series 1998A Bond Fund
as  provided  in Section  602;  (v) all other  moneys  received  by the  Trustee
pursuant to the Lease  Agreement when  accompanied by directions from the person
depositing  such moneys  that such  moneys are to be paid into the Series  1998A
Bond Fund;  (vi) the  amounts  to be  deposited  in the  Series  1998A Bond Fund
pursuant to Section  403(c) of this  Indenture;  and (vii)  amounts drawn by the
Trustee under the Letter of Credit.

      (b) The Trustee shall deposit into the Series 1998B Bond Fund, as and when
received,  (i) all accrued  interest on the Series 1998B Bonds,  if any, paid by
the  original  purchaser  of the Series  1998B  Bonds;  (ii) all Lease  Payments
received  pursuant to the Lease Agreement and allocated to the Series 1998B Bond
Fund;  (iii) the amounts to be deposited in the Series 1998B Bond Fund  pursuant
to Section  5.6 of the Lease  Agreement;  (iv) all  interest  earned and profits
realized from investments required to be deposited in the Series 1998B Bond Fund
as provided in Section  602; (v) the amounts to be deposited in the Series 1998B
Bond Fund  pursuant  to  Section  403(c) of this  Indenture;  and (vi) all other
moneys received by the Trustee  pursuant to the Lease Agreement when accompanied
by directions from the person  depositing such moneys that such moneys are to be
paid into the Series 1998B Bond Fund.

      (c) The Trustee shall deposit into the Series 1998C Bond Fund, as and when
received,  (i) all accrued  interest on the Series 1998C Bonds,  if any, paid by
the  original  purchaser  of the Series  1998C  Bonds;  (ii) all Lease  Payments
received  pursuant to the Lease Agreement and allocated to the Series 1998C Bond
Fund;  (iii) the amounts to be deposited in the Series 1998C Bond Fund  pursuant
to Section  5.6 of the Lease  Agreement;  (iv) all  interest  earned and profits
realized from investments required to be deposited in the Series 1998C Bond Fund
as provided in Section  602; (v) the amounts to be deposited in the Series 1998C
Bond Fund  pursuant  to  Section  403(c) of this  Indenture;  and (vi) all other
moneys received by the Trustee  pursuant to the Lease Agreement when accompanied
by directions from the person  depositing such moneys that such moneys are to be
paid into the Series 1998C Bond Fund.

      Section 503.   Application  of Moneys in the Bond Funds and Certain Other
Moneys.

                                       40
<PAGE>


      (a) Except as provided in this Section and in Sections  504,  506, 507 and
808,  moneys in the Bond Funds shall be  expended  solely for the payment of the
principal of and redemption  premium,  if any, on the applicable series of Bonds
as the same  mature and become  due,  or upon the  redemption  thereof  prior to
maturity, the interest on the applicable series of Bonds on the Interest Payment
Dates or upon the redemption thereof prior to maturity.

      (b) The Issuer  hereby  authorizes  and  directs  the  Trustee to withdraw
moneys from the Bond Funds to pay the principal of, redemption  premium, if any,
and  interest  on the  applicable  series  of Bonds as the same  become  due and
payable and to make said funds so  withdrawn  available  to the Paying Agent for
the purpose of paying such principal, redemption premium, if any, and interest.

      (c) The  Trustee  shall  make funds  available  from the Bond Funds to the
Paying  Agent for the  purpose of paying the  principal  of and  interest on the
Series 1998A Bonds as the same become due and payable in the following  order of
priority:

           (i)  Amounts  held in the  Available  Moneys  Account  of the Series
      1998A Bond Fund;

           (ii) Amounts drawn by the Trustee under the Letter of Credit and held
      in the Letter of Credit Account, and proceeds from the investment thereof;

           (iii)Amounts held in the  Unavailable  Moneys  Account of the Series
      1998A Bond Fund that do not constitute Available Moneys; and

           (iv)  Amounts held in the Series 1998B Bond Fund and the Series 1998C
      Bond Fund.

      (d) The Trustee shall make funds available from the Series 1998B Bond Fund
to the Paying  Agent for the purpose of paying the  principal of and interest on
the Series 1998B Bonds as the same become due and payable.

      (e) The Trustee shall make funds available from the Series 1998C Bond Fund
to the Paying  Agent for the purpose of paying the  principal of and interest on
the Series 1998C Bonds as the same become due and payable.

      (f) Whenever the amount of moneys in the Available  Moneys  Account of the
Series  1998A Bond Fund is  sufficient  to redeem all of the Series  1998A Bonds
Outstanding and to pay interest to accrue thereon prior to such redemption,  the
Issuer,  upon  request  of the  Lessee,  shall  take and  cause to be taken  the
necessary  steps to redeem all such Series  1998A  Bonds on the next  succeeding
date upon which the Series  1998A  Bonds may be redeemed  pursuant to  paragraph
Section 302(a) for which the required  redemption notice may be given or on such
later  redemption  date as may be  specified  by the  Lessee.  Any moneys in the
Available  Moneys  Account of the  Series  1998A Bond Fund may be used to redeem
Bonds if the Lessee is not in default  with  respect to any  payments  under the
Lease  Agreement  and to the  extent  the  moneys  are in excess  of the  amount
required  for payment of Series  1998A Bonds  theretofore  matured or called for
redemption  and past due interest in all cases when such Series 1998A Bonds have
not been presented for payment.

      (g)  Whenever  the  amount  of  moneys in the  Series  1998B  Bond Fund is
sufficient  to redeem  all of the  Series  1998B  Bonds  Outstanding  and to pay
interest to accrue thereon prior to such redemption, the Issuer, upon request of
the Lessee with the written consent of the Letter of Credit Provider, shall take

                                       41
<PAGE>


and cause to be taken the necessary  steps to redeem all such Series 1998B Bonds
on the next  succeeding  date upon which the Series  1998B Bonds may be redeemed
pursuant to paragraph  Section 302(a) for which the required  redemption  notice
may be given or on such later redemption date as may be specified by the Lessee.
Any moneys in the  Series  1998B  Bond Fund may be used to redeem  Series  1998B
Bonds if the Lessee is not in default  with  respect to any  payments  under the
Lease  Agreement  and to the  extent  the  moneys  are in excess  of the  amount
required  for payment of Series  1998B Bonds  theretofore  matured or called for
redemption  and past due interest in all cases when such Series 1998B Bonds have
not been presented for payment.

      (h)  Whenever  the  amount  of  moneys in the  Series  1998C  Bond Fund is
sufficient  to redeem  all of the  Series  1998C  Bonds  Outstanding  and to pay
interest to accrue thereon prior to such redemption, the Issuer, upon request of
the Lessee with the written consent of the Letter of Credit Provider, shall take
and cause to be taken the necessary  steps to redeem all such Series 1998C Bonds
on the next  succeeding  date upon which the Series  1998C Bonds may be redeemed
pursuant to paragraph  Section 302(a) for which the required  redemption  notice
may be given or on such later redemption date as may be specified by the Lessee.
Any moneys in the  Series  1998C  Bond Fund may be used to redeem  Series  1998C
Bonds if the Lessee is not in default  with  respect to any  payments  under the
Lease  Agreement  and to the  extent  the  moneys  are in excess  of the  amount
required  for payment of Series  1998C Bonds  theretofore  matured or called for
redemption  and past due interest in all cases when such Series 1998C Bonds have
not been presented for payment.

      Section 504.   Letter of Credit.

      (a) The Issuer hereby authorizes and directs the Trustee to draw under the
Letter of Credit in  accordance  with its terms and to  transfer  such moneys at
such  times and in such  amounts  as to enable  the  Paying  Agent or the Tender
Agent,  as the case may be, to (i) make full and timely payment of the principal
of, redemption  premium, if any, and interest on the Series 1998A Bonds becoming
due and payable on any date  (whether such amounts shall become due by scheduled
payment,   interest  on  an  Interest   Payment  Date,   maturity,   redemption,
acceleration or otherwise) to the extent moneys  described in Section  503(c)(i)
are not available for such payment in accordance  with the provisions of Section
503, and (ii) make full and timely  payment of the purchase  price of all Series
1998A Bonds delivered for purchase on such date and Undelivered  Bonds deemed to
be  purchased on such date  pursuant to Section 306 or 307 to the extent  moneys
described in Section  308(a)(i) are not available for such payment.  The Trustee
shall, to the extent that any interest due and payable on the Series 1998A Bonds
on any such Interest Payment Date,  Purchase Date, Interest Rate Mode Conversion
Date, Substitute Letter of Credit Date or other date cannot be determined,  draw
moneys under the Letter of Credit in an amount  sufficient  to pay such interest
as if the Maximum Rate was in effect.

      (b) If the principal of all Bonds at the time Outstanding and the interest
accrued thereon has been declared immediately due and payable, the Issuer hereby
authorizes and directs the Trustee to  immediately  draw on the Letter of Credit
if and to the extent  moneys  described  in Section  503(c)(i)  and (ii) are not
sufficient  for such  purpose  and  deposit  the  proceeds of such draw into the
Letter of Credit Account of the Series 1998A Bond Fund.

      (c) During any period in which moneys drawn or  otherwise  obtained  under
the Letter of Credit are held by the Trustee pending payment,  the Trustee shall
hold such moneys in the Letter of Credit  Account of the Series  1998A Bond Fund
established  and  maintained  for that  purpose and shall  apply  moneys in such
account  solely for the payment of the  principal  of and interest on the Series
1998A Bonds

                                       42
<PAGE>


as provided in Section  503(c).  Moneys so held in the Letter of Credit  Account
shall be invested, at the written direction of the Letter of Credit Provider, in
Investment  Securities  that mature or are subject to  redemption  at par by the
holder  thereof  within  the  earlier of 35 days or on or prior to the date that
such  funds  will be needed  to make  full and  timely  payment  of the  amounts
described above. Such moneys and any earnings from the investment of such moneys
shall be retained by the Trustee to the extent necessary to assure the amount so
held in the Letter of Credit  Account is sufficient to make such timely  payment
and to the extent not  necessary for such purpose shall be paid to the Letter of
Credit Provider on the Business Day following the timely payment thereof.

      Section 505.  Payments Due on Days Other Than  Business  Days. In any case
when the date fixed for payment of the principal of, redemption premium, if any,
or  interest  on any Bond  (including  without  limitation  any date  fixed  for
redemption)  is not a Business Day, then payment of such  principal,  redemption
premium,  if any, or interest  need not be made on such due date but may be made
on the next succeeding Business Day with the same force and effect as if made on
such due date,  and no interest  shall accrue for the period after such due date
with respect to such payment.
      Section 506.  Nonpresentment  of Bonds.  If any Bond is not  presented for
payment  when the  principal  thereof  becomes  due,  either at its  maturity or
otherwise,  or at the date fixed for redemption  thereof, if funds sufficient to
pay such Bond have been made available to the Paying Agent, all liability of the
Issuer to the Owner thereof for the payment of such Bond shall forthwith  cease,
determine  and be completely  discharged.  Thereupon it shall be the duty of the
Paying Agent to hold such fund or funds,  uninvested  and without  liability for
interest thereon, for the benefit of the Owner of such Bond who shall thereafter
be restricted exclusively to such fund or funds for any claim of whatever nature
on his part under this  Indenture or on, or with respect to, said Bond,  subject
to any  unclaimed  property laws of the State and in reliance upon an opinion of
counsel.  If any Bond is not presented for payment  within five years  following
the date when such Bond becomes due, whether by maturity or otherwise, the funds
theretofore  held by the  Paying  Agent for  payment  of such Bond shall be paid
first to the Letter of Credit  Provider to the extent that the Paying  Agent has
been notified in writing by the Letter of Credit Provider of any amounts owed to
it under the Letter of Credit Provider  Documents,  and then to the Lessee,  and
such Bond shall, subject to the defense of any applicable statute of limitation,
thereafter be an unsecured obligation of the Lessee, and the Owner thereof shall
be entitled to look only to the Lessee for payment,  and then only to the extent
of the amount so repaid,  and neither the Paying  Agent nor the Lessee  shall be
liable for any interest  thereon nor shall they be regarded as a trustee of such
money.

      Section 507.  Payment to the Letter of Credit Provider and the Lessee from
the Project Funds and the Bond Funds.  After payment in full of the principal of
and  redemption  premium,  if any,  and  interest on the Parity  Bonds (or after
provision has been made for the payment thereof as provided in this  Indenture),
and  the  reasonable  fees,  charges  and  expenses  of the  Trustee,  the  Bond
Registrar,  the Paying Agent, the Remarketing Agent and the Tender Agent and any
other amounts  required to be paid under this Indenture and the Lease Agreement,
all  amounts  remaining  in the  Project  Funds  and the  Bond  Funds  upon  the
expiration  or  sooner  termination  of the  Lease  Agreement  shall  be paid as
follows:

      (a) First to the Letter of Credit  Provider to the extent that the Trustee
has been  notified  in writing by the Letter of Credit  Provider  of any amounts
owed to it under the Letter of Credit Provider Documents.

      (b) Second,  if the Subordinate  Bonds are outstanding,  to the payment of
the principal of and interest on the Subordinate Bonds.

                                       43
<PAGE>


      (c) Third, to the Lessee.


                             ARTICLE VI

DEPOSITORIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS

      Section 601. Moneys to be Held in Trust. All moneys deposited with or paid
to the  Trustee  for  account  of any fund or  account  established  under  this
Indenture,  and all moneys  deposited  with or paid to the  Paying  Agent or the
Tender Agent under this Indenture,  shall be held by the Trustee,  Paying Agent,
or Tender  Agent in trust  and shall be  applied  only in  accordance  with this
Indenture and the Lease Agreement, and shall constitute part of the Trust Estate
and be subject to the lien hereof. Neither the Trustee,  Paying Agent nor Tender
Agent shall be under any liability for interest on any moneys received hereunder
except such as may be earned pursuant to Section 602.
    Section 602.   Investment of Moneys in Funds.

      (a) Moneys  held in the Bond Funds  (except  for moneys  deposited  in the
Letter of Credit  Account,  the  investment of which is governed by Section 504)
and the Project Funds shall be invested and  reinvested by the Trustee  pursuant
to  written   direction  of  the  Lessee,   signed  by  an   Authorized   Lessee
Representative,   in  Investment  Securities  that  mature  or  are  subject  to
redemption  at par by the  holder  thereof  on or  prior  to the  date  that the
invested  funds  will be  needed  for  payment  or,  in the  case of  Investment
Securities  held in the Bond  Funds,  within  90  days,  whichever  is  earlier;
provided  that  moneys  held  in the  Project  Funds  may  also be  invested  in
certificates  of  deposit  or an  Investment  Contract  of the  Letter of Credit
Provider  that are not fully  secured or insured as described in clauses  (iii),
(iv) and (v), as the case may be, of the definition of Investment  Securities in
Section 101; provided, further, that moneys held in the Available Moneys Account
of the Series 1998A Bond Fund shall be invested only in Government Securities.

      (b) The Trustee shall sell and reduce to cash a sufficient  amount of such
Investment  Securities  held by the Trustee in any fund  hereunder  whenever the
cash balance in such fund is insufficient for the purpose of such fund. Any such
Investment  Securities  shall be held by or under the control of the Trustee and
shall  be  deemed  at all  times a part of the  fund in which  such  moneys  are
originally held, and the interest  accruing thereon and any profit realized from
such  Investment  Securities  shall  be  credited  to such  fund,  and any  loss
resulting from such Investment Securities shall be charged to such fund.

      (c) The Trustee may make any and all investments permitted by this Section
through its own bond department or short-term  investment  department or with an
affiliate of the Trustee.


                             ARTICLE VII

                 PARTICULAR COVENANTS AND PROVISIONS

      Section  701.  Payment  of  Principal,  Redemption  Premium,  if any,  and
Interest.  The Issuer will  deposit or cause to be  deposited  in the Bond Funds
sufficient  sums from the rents,  revenues  and  receipts  derived by the Issuer
pursuant  to the Lease  Agreement  promptly  to meet and pay the  principal  of,
redemption premium, if any, and interest on the Bonds as the same become due and
payable at the place,

                                       44
<PAGE>


on the dates and in the manner provided herein and in the Bonds according to the
true intent and meaning thereof.

      Section 702. Authority to Execute Indenture and Issue Bonds. The Issuer is
duly  authorized  under the  constitution  and laws of the State to execute this
Indenture,  to issue the Bonds and to pledge and assign the Trust  Estate in the
manner and to the extent herein set forth.  All action on the part of the Issuer
for the execution  and delivery of this  Indenture and the issuance of the Bonds
has been duly and  effectively  taken  and the Bonds in the hands of the  Owners
thereof are and will be valid and binding obligations of the Issuer according to
the import thereof.

      Section 703. Performance of Covenants.  The Issuer will faithfully perform
at all times any and all covenants, agreements,  undertakings,  stipulations and
provisions contained in this Indenture and the Bonds.

      Section  704.  Instruments  of  Further  Assurance.  The  Issuer  will do,
execute,  acknowledge and deliver, or cause to be done,  executed,  acknowledged
and delivered,  such Supplemental Indentures and such further acts, instruments,
financing  statements and other documents as the Trustee may reasonably  require
for the better  assuring,  pledging and assigning  unto the Trustee the property
and revenues herein  described to the payment of the principal of and redemption
premium, if any, and interest on the Bonds. Except as provided in this Indenture
and the Lease Agreement, the Issuer will not sell, convey, mortgage, encumber or
otherwise  dispose of any part of the Trust  Estate.  Nothing  contained  herein
shall  prevent the Issuer from creating a lien on the Trust Estate junior to the
lien of this  Indenture with the express  written  consent of the Lessee and the
Letter of Credit Provider.

      Section 705.  Inspection of Project Books.  All books and documents in the
Issuer's  possession  relating  to the Project and the  payments,  revenues  and
receipts  derived by the Issuer  pursuant  to the Lease  Agreement  shall at all
times be open to inspection by such accountants or other agencies as the Trustee
or the Letter of Credit Provider may from time to time designate.

      Section 706.  Enforcement of Rights Under the Lease Agreement.  Subject to
the  provisions  of Section 814, the Issuer or the Trustee,  as the case may be,
will enforce all of its rights and all of the  obligations of the Lessee (at the
expense of the Lessee)  under the Lease  Agreement  to the extent  necessary  to
preserve the Project in good order and repair,  and to protect the rights of the
Trustee and the  Bondowners  under this Indenture with respect to the pledge and
assignment of the Trust Estate. The Trustee, as assignee of the Lease Agreement,
in its name or in the name of the  Issuer,  may enforce all rights of the Issuer
and all  obligations of the Lessee under and pursuant to the Lease Agreement for
and on behalf of the  Bondowners,  whether or not the Issuer is in default under
this  Indenture.  The Issuer shall  cooperate  with the Trustee in enforcing the
payment of all amounts under the Lease Agreement and shall require the Lessee to
perform all of its obligations under the Lease Agreement.


                            ARTICLE VIII

                        DEFAULT AND REMEDIES

      Section 801.   Events  of  Default.  If any one or more of the  following
events occur,  it is hereby  defined as and declared to be and to constitute an
"Event of Default":

                                       45
<PAGE>


      (a) Default in the due and  punctual  payment of any interest on any Bond;
provided, however, that delinquent payments of interest on any Subordinate Bonds
shall  only  constitute  a Default  if the  Letter of Credit  Provider  provides
written  instruction  to the  Trustee,  the  Lessee  and the  Issuer  that  such
delinquency is to be deemed an Event of Default under this Indenture;

      (b)  Default  in the due and  punctual  payment  of the  principal  of, or
redemption  premium,  if any, on any Bond,  whether at the maturity thereof,  or
upon  proceedings for redemption  thereof;  provided,  however,  that delinquent
payments of the  principal of or  redemption  premium on any  Subordinate  Bonds
shall only  constitute  an Event of  Default  if the  Letter of Credit  Provider
provides written instruction to the Trustee, the Lessee and the Issuer that such
delinquency is to be deemed an Event of Default under this Indenture;

      (c) Failure to pay the  purchase  price of any Parity Bond on the Purchase
Date,  Interest Rate Mode Conversion Date or Substitute Letter of Credit Date as
provided in Section 306 or 307;

      (d)  Default  in  the  performance  or  observance  of  any  other  of the
covenants,  agreements or conditions on the part of the Issuer contained in this
Indenture or in the Bonds,  and the continuance  thereof for a period of 60 days
after  written  notice given to the Issuer,  the Lessee and the Letter of Credit
Provider by the Trustee or to the Trustee, the Lessee, the Issuer and the Letter
of Credit  Provider  by the Owners of not less than 25% in  aggregate  principal
amount of the Bonds then Outstanding,  provided,  however, if the failure stated
in the notice  cannot be corrected  within said 60-day  period,  the Trustee may
consent in writing to an extension of such time prior to its  expiration and the
Trustee  will not  unreasonably  withhold  its consent to such an  extension  if
corrective  action is  instituted  by the  Issuer,  the  Lessee or the Letter of
Credit  Provider  within the 60-day period and diligently  pursued to completion
and if such consent, in its judgment,  does not materially  adversely affect the
interests of the Bondowners;

      (e) The occurrence of an Event of Bankruptcy with respect to the Issuer;

      (f) Failure by the Letter of Credit Provider to pay to the Trustee,  after
proper demand in accordance  with the terms of the Letter of Credit,  any amount
payable  thereunder  in  respect of the  principal  of and  interest  on, or the
purchase price of, the Parity Bonds; or

      (g) The occurrence of an Event of Bankruptcy with respect to the Letter of
Credit Provider.

      Section 802.   Acceleration.

      (a) If an Event of Default  described in clause (a),  (b), (c), (f) or (g)
of Section 801 has occurred and is continuing,  the Trustee shall,  by notice in
writing  delivered to the Issuer,  the Lessee and the Letter of Credit Provider,
declare the  principal of all Bonds then  Outstanding  and the interest  accrued
thereon  immediately  due and payable,  and such  principal  and interest  shall
thereupon  become and be  immediately  due and  payable,  and the Trustee  shall
provide for payment of the principal of and interest on the Bonds as provided in
Section 504.

      (b)  Subject  to the  provisions  of Section  814,  if an Event of Default
described in clause (d) or (e) of Section 801 has  occurred  and is  continuing,
the Trustee may, and upon the written request of the Owners of not less than 25%
in aggregate  principal  amount of the Bonds then  Outstanding  or the Letter of
Credit Provider shall, by notice in writing delivered to the Issuer,  the Lessee
and the  Letter of Credit  Provider  declare  the  principal  of all Bonds  then
Outstanding and the interest accrued thereon immediately

                                       46
<PAGE>


due and payable,  and such  principal and interest shall  thereupon  become and
be immediately due and payable.

      (c) On the date of acceleration  of payment  pursuant to the provisions of
this Section, interest shall cease to accrue on the Bonds Outstanding.

      Section 803.   Surrender  of  Possession  of  Trust  Estate;  Rights  and
Duties of Trustee in Possession.

      (a) Subject to Section  814, if an Event of Default  has  occurred  and is
continuing, the Issuer, upon demand of the Trustee (subject to the rights of the
Trustee  under Article IX,  including its receipt of indemnity  acceptable to it
pursuant to Section 901),  shall  forthwith  surrender the possession of, and it
shall be lawful for the Trustee, by such officer or agent as it may appoint, to:

           (i) take possession of all or any part of the Trust Estate,  together
      with the books, papers and accounts of the Issuer pertaining thereto,  and
      including  the  rights  and the  position  of the  Issuer  under the Lease
      Agreement, and to hold, operate and manage the same,

           (ii) from time to time make all needful  repairs and  improvements as
      shall be deemed wise by the Trustee;

           (iii)lease  the  Project  or any  part  thereof,  in the name and for
      account of the  Issuer,  and  collect,  receive and  sequester  the rents,
      revenues  and  receipts  therefrom,  and out of the  same  and any  moneys
      received  from any  receiver of any part  thereof  pay,  and set up proper
      reserves  for the payment of all proper  costs and  expenses of so taking,
      holding and managing the same, including without limitation (A) reasonable
      compensation  to the Trustee,  its agents and counsel,  (B) any reasonable
      charges of the Trustee hereunder,  (C) any taxes and assessments and other
      charges prior to the lien of this Indenture, which the Trustee may deem it
      wise to pay, and (D) all expenses of such  repairs and  improvements,  and
      the  Trustee  shall  apply the  remainder  of the  moneys so  received  in
      accordance with Section 808.

      (b) If an Event of Default has  occurred and is  continuing,  and upon the
filing of a suit or other  commencement  of judicial  proceedings to enforce the
rights of the Trustee and of the Bondowners  under this  Indenture,  the Trustee
shall be entitled,  as a matter of right,  to the  appointment  of a receiver or
receivers of the Trust  Estate or any part  thereof,  pending such  proceedings,
with such powers as the court making such appointment shall confer.

      (c)  Whenever  all that is due upon the Bonds shall have been paid and all
defaults made good, the Trustee shall  surrender  possession of the Trust Estate
to the Issuer, its successors or assigns,  the same right of entry,  however, to
exist upon any subsequent Event of Default.

      (d) While in  possession  of the Trust  Estate,  the Trustee  shall render
annually  to the  Issuer,  the  Lessee  and the  Letter  of  Credit  Provider  a
summarized statement of receipts and expenditures in connection therewith.

      Section 804.  Appointment  of  Receivers  in Event of Default.  Subject to
Section 814, if an Event of Default has occurred and is continuing, and upon the
filing of a suit or other  commencement  of judicial  proceedings to enforce the
rights of the Trustee and of the Bondowners and Letter of Credit

                                       47
<PAGE>


Provider  under this  Indenture,  the Trustee shall be entitled,  as a matter of
right,  to the appointment of a receiver or receivers of the Trust Estate and of
the earnings,  income,  products and profits thereof,  pending such proceedings,
with such powers as the court making such appointment shall confer.

      Section 805.   Exercise of Remedies by the Trustee.

      (a) Subject to Section  814, if an Event of Default  has  occurred  and is
continuing,  the  Trustee  may pursue any  available  remedy at law or equity by
suit,  action,  mandamus  or other  proceeding  to  enforce  the  payment of the
principal  of and  redemption  premium,  if any,  and interest on the Bonds then
Outstanding,  and to  enforce  and  compel  the  performance  of the  duties and
obligations of the Issuer as herein set forth.

      (b) Subject to Section  814, if an Event of Default  has  occurred  and is
continuing,  and if  requested  so to do by the  Owners  of not less than 25% in
aggregate  principal  amount of the Bonds then  Outstanding  and  indemnified as
provided in Section 901(l),  the Trustee shall be obligated to exercise such one
or more of the rights and powers conferred by this Article as the Trustee, being
advised by counsel, deems most expedient in the interests of the Bondowners.

      (c) All rights of action  under this  Indenture  or under any of the Bonds
may be enforced by the Trustee without the possession of any of the Bonds or the
production thereof in any trial or other proceedings  relating thereto,  and any
such suit or  proceeding  instituted by the Trustee shall be brought in its name
as Trustee  without the necessity of joining as  plaintiffs  or  defendants  any
Bondowner,  and any recovery or judgment  shall,  subject to Section 808, be for
the equal benefit of all the Owners of the Outstanding Bonds.

      Section 806.   Limitation on Exercise of Remedies by Bondowners.

      (a) Subject to Section 814, no Bondowner or beneficial owner thereof shall
have any right to institute  any suit,  action or proceeding in equity or at law
for  the  enforcement  of  this  Indenture  or for the  execution  of any  trust
hereunder or for the  appointment  of a receiver or any other remedy  hereunder,
unless:

           (i) a default has occurred of which the Trustee has been  notified as
      provided  in  subparagraph  (h)  of  Section  901  or  of  which  by  said
      subparagraph the Trustee is deemed to have notice, and

           (ii) such default has become an Event of Default, and

           (iii)the Owners of not less than 25% in aggregate principal amount of
      the Bonds then Outstanding have made written request to the Trustee,  have
      offered it reasonable opportunity either to proceed to exercise the powers
      hereinbefore  granted or to institute  such action,  suit or proceeding in
      its own name,  and have  offered to the Trustee  indemnity  as provided in
      Section 901(l), and

           (iv) the Trustee  thereafter  fails or refuses to exercise the powers
      herein granted or to institute such action,  suit or proceeding in its own
      name;

                                       48
<PAGE>


and such  notification,  request and offer of indemnity  are hereby  declared in
every case,  at the option of the  Trustee,  to be  conditions  precedent to the
execution of the powers and trusts of this Indenture, and to any action or cause
of action for the  enforcement of this  Indenture,  or for the  appointment of a
receiver or for any other remedy  hereunder,  it being  understood  and intended
that no one or more Bondowners shall have any right in any manner  whatsoever to
affect,  disturb or prejudice  this  Indenture by its, his or their action or to
enforce any right hereunder except in the manner herein  provided,  and that all
proceedings at law or in equity shall be  instituted,  had and maintained in the
manner herein provided and, subject to the Section 808, for the equal benefit of
the Owners of all Bonds then Outstanding.

      (b) Nothing in this Indenture,  however,  shall affect or impair the right
of any Bondowner to payment of the principal of, redemption premium, if any, and
interest on any Bond at and after its maturity or the  obligation  of the Issuer
to pay the principal of, redemption premium, if any, purchase price and interest
on each of the Bonds to the respective  Owners thereof at the time,  place, from
the source and in the manner herein and in such Bond expressed.


                                       49
<PAGE>


      Section 807. Right of Bondowners to Direct Proceedings. Subject to Section
814 and any other  provision in this Indenture to the contrary  notwithstanding,
the  Owners of a  majority  in  aggregate  principal  amount  of the Bonds  then
Outstanding  shall have the right,  at any time, by an instrument or instruments
in writing executed and delivered to the Trustee, to direct the time, method and
place  of  conducting  all  proceedings  to be  taken  in  connection  with  the
enforcement of this Indenture, or for the appointment of a receiver or any other
proceedings hereunder;  provided that such direction shall not be otherwise than
in accordance  with the provisions of law and of this  Indenture,  and provided,
further,  that the  Trustee  shall  have the right to decline to follow any such
direction  if the  Trustee  in good  faith  determines  that the  proceeding  so
directed would involve it in personal liability.

      Section 808.   Application of Moneys in Event of Default.

      (a) Upon an Event of Default  all moneys  held or  received by the Trustee
pursuant  to this  Indenture,  the  Lease  Agreement,  the  Letter  of Credit or
pursuant to any right  given or action  taken under this  Article  shall,  after
payment of the reasonable fees, costs and expenses of the Trustee and the Issuer
in connection with the proceedings resulting in the collection of such moneys be
deposited  in the Bond Funds and all moneys so deposited in the Bond Funds shall
be applied as follows:

           (i) If the  principal of all the Bonds has not become or has not been
      declared due and payable, all such moneys shall be applied:

                First:  To the  payment to the persons  entitled  thereto of all
           installments  of interest  then due and  payable on the Parity  Bonds
           (excluding  Lessee Bonds), in the order in which such installments of
           interest became due and payable, with interest thereon at the rate or
           rates  specified  in  the  respective  Parity  Bonds  to  the  extent
           permitted by law, and, if the amount  available is not  sufficient to
           pay in full any particular installment,  then to the payment ratably,
           according  to the  amounts  due on such  installment,  to the persons
           entitled thereto, without any discrimination or privilege.

                Second:  To the payment to the persons  entitled  thereto of the
           unpaid  principal of and  redemption  premium,  if any, on any of the
           Parity  Bonds  (other  than  Lessee  Bonds)  that have become due and
           payable  (other  than  Parity  Bonds  called for  redemption  for the
           payment  of which  moneys or  securities  are held  pursuant  to this
           Indenture),  in the order of their due date,  with  interest  on such
           principal  and  redemption  premium,  if any,  at the  rate or  rates
           specified in the  respective  Parity Bonds (other than Lessee  Bonds)
           from the  respective  dates upon which they  became due and  payable,
           and, if the amount  available is not  sufficient  to pay in full such
           principal and redemption premium, if any, due on any particular date,
           together with such interest,  then to the payment ratably,  according
           to the amounts of principal and  redemption  premium,  if any, due on
           such date, to the persons entitled thereto without any discrimination
           or privilege.

                Third: To the payment of the reasonable  expenses,  liabilities
           and advances incurred or made by the Trustee.

                Fourth:  To the  payment  of all  amounts  due to the Letter of
           Credit Provider under the Letter of Credit Documents.

               Fifth:  To the  payment  of all  amounts  due with  respect  to
           Lessee Bonds.

                                       50
<PAGE>


                Sixth:  To the  payment to the persons  entitled  thereto of all
           installments  of  interest  then due and  payable on the  Subordinate
           Bonds, in the order in which such installments of interest became due
           and payable,  with interest thereon at the rate or rates specified in
           the respective Subordinate Bonds to the extent permitted by law, and,
           if the  amount  available  is not  sufficient  to  pay  in  full  any
           particular installment, then to the payment ratably, according to the
           amounts due on such  installment,  to the persons  entitled  thereto,
           without any discrimination or privilege.

                Seventh:  To the payment to the persons  entitled thereto of the
           unpaid  principal of and  redemption  premium,  if any, on any of the
           Subordinate  Bonds  that have  become  due and  payable  (other  than
           Subordinate  Bonds  called for  redemption  for the  payment of which
           moneys or  securities  are held pursuant to this  Indenture),  in the
           order  of  their  due  date,  with  interest  on such  principal  and
           redemption  premium,  if any, at the rate or rates  specified  in the
           respective  Subordinate  Bonds from the  respective  dates upon which
           they  became due and  payable,  and, if the amount  available  is not
           sufficient to pay in full such principal and redemption  premium,  if
           any, due on any particular date, together with such interest, then to
           the  payment  ratably,  according  to the  amounts of  principal  and
           redemption premium, if any, due on such date, to the persons entitled
           thereto without any discrimination or privilege.

           (ii) If the  principal  of all the Bonds has  become  due or has been
      declared  due and payable,  all such moneys shall be applied  first to the
      payment of the principal,  redemption  premium,  if any, and interest then
      due and unpaid on all of the Parity Bonds (except the Lessee Bonds),  with
      interest on such  principal and  redemption  premium,  if any, and, to the
      extent permitted by law, on such interest,  at the rate or rates specified
      in  the  respective  Parity  Bonds,  without  preference  or  priority  of
      principal,  redemption  premium or  interest  over  principal,  redemption
      premium or  interest  or of any  installment  of  interest  over any other
      installment  of interest or of any Parity Bond over any other Parity Bond,
      ratably,   according  to  the  amounts  due  respectively  for  principal,
      redemption premium, if any, and interest, to the persons entitled thereto,
      without any  discrimination  or privilege.  The  principal of,  redemption
      premium,  if any,  and  interest  due and unpaid on all Lessee Bonds shall
      only be paid upon  payment  in full of all the  Parity  Bonds  Outstanding
      (other than Lessee  Bonds) and payment of all amounts due to the Letter of
      Credit Provider under the Letter of Credit Documents.

           (iii)If  the  principal  of all the Bonds has  become due or has been
      declared  due and payable and all  payments  specified  under  Section 808
      (a)(ii)  have been made,  all such  moneys  shall be  applied  next to the
      payment of the principal,  redemption  premium,  if any, and interest then
      due and unpaid on all of the  Subordinate  Bonds,  with  interest  on such
      principal and redemption  premium, if any, and, to the extent permitted by
      law, on such  interest,  at the rate or rates  specified in the respective
      Subordinate Bonds, without preference or priority of principal, redemption
      premium or interest over principal,  redemption  premium or interest or of
      any  installment of interest over any other  installment of interest or of
      any Subordinate Bond over any other Subordinate Bond,  ratably,  according
      to the amounts due respectively for principal, redemption premium, if any,
      and interest, to the persons entitled thereto,  without any discrimination
      or privilege.  The principal of, redemption  premium, if any, and interest
      due and unpaid on all Subordinate Bonds shall only be paid upon payment in
      full of all the Parity Bonds Outstanding and payment of all amounts due to
      the Letter of Credit Provider under the Letter of Credit Documents.

                                       51
<PAGE>





      (iv) If the  principal of all the Bonds has been declared due and payable,
and if such  declaration  thereafter  has been rescinded and annulled under this
Article then, subject to subparagraphs (a)(ii) and (a) (iii) of this Section, in
the event that the  principal of all the Bonds later  becomes due or is declared
due and payable,  the moneys shall be applied in  accordance  with  subparagraph
(a)(i) of this Section.

      (b)  Whenever  moneys are to be applied  pursuant  to this  Section,  such
moneys shall be applied at such times and from time to time as the Trustee shall
determine,  having due regard to the amount of such moneys  available  and which
may become  available for such  application in the future.  Whenever the Trustee
shall  apply such  moneys,  it shall fix the date  (which  shall be an  Interest
Payment  Date unless the Trustee  shall deem another  date more  suitable)  upon
which such  application is to be made and upon such date interest on the amounts
of principal to be paid on such dates shall cease to accrue.  The Trustee  shall
give the Owners  notice of the proposed  payment of any  defaulted  interest and
shall give such other notice as it may deem  appropriate  of the deposit with it
of any such  moneys and of the fixing of any such date and shall not be required
to make  payment to the Owner of any Bond until such Bond shall be  presented to
the Trustee for appropriate endorsement or for cancellation if fully paid.

      (c) Whenever  all of the Bonds and  interest  thereon have been paid under
this Section,  and all fees, expenses and charges of the Trustee have been paid,
any  balance  remaining  in the Bond Funds shall be paid to the Letter of Credit
Provider or the Lessee as provided in Section 507.

      (d) Nothing in this Section is intended to authorize or permit the Trustee
to draw on the Letter of Credit for payment of the  Trustee's  fees or expenses,
the  Tender  Agent's  fees or  expenses  or the  payment  of any amount due with
respect to the Subordinate  Bonds or to use any amount drawn under the Letter of
Credit for payment of the Trustee's fees or expenses, the Tender Agent's fees or
expenses or the payment of any amount due with respect to the Subordinate Bonds.

      Section 809.  Remedies  Cumulative.  No remedy conferred by this Indenture
upon or reserved to the Trustee or to the Bondowners is intended to be exclusive
of any other  remedy,  but each and every such remedy  shall be  cumulative  and
shall  be in  addition  to any  other  remedy  given  to the  Trustee  or to the
Bondowners  hereunder  or now or  hereafter  existing  at law or in equity or by
statute.

      Section  810.  Delay or  Omission  Not  Waiver.  No delay or  omission  to
exercise  any  right,  power or remedy  accruing  upon any  default  or Event of
Default shall impair any such right, power or remedy or shall be construed to be
a waiver of any such default or Event of Default or  acquiescence  therein,  and
every  such  right,  power or remedy may be  exercised  from time to time and as
often as may be deemed expedient.

      Section 811. Effect of Discontinuance  of Proceedings.  If the Trustee has
proceeded  to enforce any right under this  Indenture  by the  appointment  of a
receiver, by entry, or otherwise, and such proceedings have been discontinued or
abandoned for any reason, or have been determined  adversely,  then and in every
such case the Issuer, the Lessee, the Trustee, the Letter of Credit Provider and
the Bondowners shall be restored to their former positions and rights hereunder,
and all rights,  remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.

    Section  812.  Waivers of Events of Default.  Subject to Section  814, the
Trustee  shall waive any Event of Default and its  consequences  and rescind any
declaration of maturity of principal upon the written request of the Owners of a
majority in aggregate principal amount of the Bonds then Outstanding;

                                       52
<PAGE>


provided that there shall not be waived without the consent of the Owners of all
the Bonds  Outstanding  (a) any Event of Default in the payment of the principal
of any  Outstanding  Bonds at their  maturity,  (b) any Event of  Default in the
payment of the  purchase  price of any  Outstanding  Bonds,  or (c) any Event of
Default in the payment when due of the interest on any such Bonds unless,  prior
to such waiver or  rescission,  all arrears of interest,  with  interest (to the
extent permitted by law) at the rate borne by the Bonds on overdue  installments
of interest in respect of which such default shall have occurred, or all arrears
of payments of principal when due, as the case may be, and all fees, charges and
expenses of the Trustee in connection with such Event of Default shall have been
paid or provided  for;  and,  provided  further,  the Trustee shall not waive an
Event of Default  described  in Section  801(g)  unless the Trustee has received
written  notification  from the  Letter of Credit  Provider  consenting  to such
waiver and stating that the Event of Bankruptcy has been discharged or dismissed
and that the Letter of Credit has been  reinstated  in full. In case of any such
waiver or rescission,  or in case any proceeding taken by the Trustee on account
of any such Event of Default has been  discontinued  or abandoned or  determined
adversely,  then and in every such case the Issuer, the Lessee, the Trustee, the
Bondowners  and the Letter of Credit  Provider shall be restored to their former
positions, rights and obligations hereunder, respectively, but no such waiver or
rescission shall extend to any subsequent or other default,  or impair any right
consequent thereon.

      Section 813.  Opportunity  of Lessee and the Letter of Credit  Provider to
Cure Defaults.  With regard to any alleged  default  concerning  which notice is
given to the Lessee and the Letter of Credit Provider under Section 801(d),  the
Issuer hereby grants the Lessee and the Letter of Credit Provider full authority
on behalf of the Issuer to perform any covenant,  agreement or  obligation,  the
nonperformance  of which is alleged in said notice to  constitute a default,  in
the name and stead of the  Issuer,  with full power to do any and all things and
acts to the same extent that the Issuer could do and perform any such things and
acts in order to remedy such default.

      Section 814. Letter of Credit Provider to Direct Trustee. Any provision in
this Article to the contrary  notwithstanding,  if an Event of Default described
in  subparagraph  (a),  (b),  (c), (f) or (g) of Section 801 has occurred and is
continuing,  the Letter of Credit Provider has no right to direct the Trustee in
exercising its remedies under this Indenture. Upon an Event of Default described
in  subparagraph  (d) or (e) of Section 801, the Trustee (a) shall  exercise the
remedies provided for under this Indenture only if and as directed in writing by
the  Letter of Credit  Provider  and (b) shall not waive any Event of Default or
rescind  any  declaration  of maturity of  principal  without the prior  written
consent  of the  Letter of Credit  Provider.  Any  direction  from the Letter of
Credit  Provider  must be in accordance  with the  provisions of law and of this
Indenture.  The Trustee  shall have the right to decline to follow any direction
if the Trustee in good faith  determines  that the  proceeding so directed would
involve it in personal liability.

      Section 815. Rights of Letter of Credit Provider. As long as the Letter of
Credit is in effect,  no Event of Default  described in subparagraphs  (a), (b),
(c), (f) or (g) of Section 801 has occurred and is continuing  and the Letter of
Credit Provider is not insolvent,  the Letter of Credit Provider shall be deemed
to be the Owner of all Bonds  that are  secured  by the  Letter of  Credit,  all
Pledged  Bonds and all Lessee Bonds for all  purposes of this Article  following
the occurrence of an Event of Default under this Indenture.

      If (i) an Event of  Default  shall  occur  and be  continuing  under  this
Indenture,  or (ii) the  Trustee  shall  draw  under  the  Letter  of  Credit in
connection with the redemption or mandatory tender in whole of the Bonds, and in
either such case the Letter of Credit  Provider  shall have provided the Trustee
with funds pursuant to the Letter of Credit for the payment in full of principal
or redemption price, if any, of and the interest on the Bonds, then, and in such
event,  the  Letter  of  Credit  Provider  shall  be  subrogated  to all  rights
theretofore  possessed  under the  Indenture  by the  Trustee  and the Owners in
respect of which such principal

                                       53
<PAGE>


or  redemption  price,  if any,  and  interest  shall  have been paid with funds
provided by the Letter of Credit Provider and not fully reimbursed to the Letter
of Credit Provider.  After the payment in full of all bonds owned by the Owners,
any reference herein to the holders of the Bonds or to the Owners shall mean the
Letter of Credit Provider to the extent of those  subrogation  rights  resulting
from the payments made pursuant to the Letter of Credit.

      Section 816.  Surrender  of Letter of Credit.  If at any time a Substitute
Letter of Credit is delivered to the Trustee,  together with the other documents
and  opinions  required by this  Indenture,  then the Trustee  shall accept such
Substitute  Letter of Credit and concurrently with the acceptance  thereof,  the
Trustee shall surrender the Letter of Credit  previously in effect to the issuer
thereof,  in accordance with the terms thereof. If at any time there shall cease
to be any Parity Bonds  Outstanding  under this  Indenture,  or if the Letter of
Credit  expires  in  accordance  with the terms of such  Letter of  Credit,  the
Trustee  shall  surrender  the  Letter  of  Credit  to the  issuer  thereof  for
cancellation.  The Trustee  shall  comply with any  procedures  set forth in the
Letter of Credit relating to the termination thereof.


                             ARTICLE IX

             TRUSTEE, REMARKETING AGENT AND TENDER AGENT

      Section 901.  Acceptance  of the Trusts.  The Trustee  hereby  accepts the
trusts  imposed  upon it by this  Indenture  and the Letter of Credit,  the Bond
Pledge Agreement,  the Lease Agreement and any and all other documents  executed
in connection  with the Bonds (the "Related  Documents"),  and agrees to perform
said trusts  exercising the same degree of care and skill as a prudent corporate
trustee  ordinarily  would exercise under the  circumstances,  but only upon and
subject to the following express terms and conditions,  and no implied covenants
or  obligations  shall be read into this  Indenture  and the  Related  Documents
against the Trustee:

           (a) The  Trustee  undertakes  to  perform  such  duties and only such
      duties as are  specifically  set forth in this  Indenture  and the Related
      Documents.  If any 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 the Related Documents, and shall 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 his affairs.

           (b) The  Trustee  may  execute any of the trusts or powers or perform
      any duties  hereunder or under the Related  Documents  either  directly or
      through  agents,  attorneys or receivers and shall not be responsible  for
      any  misconduct  or  negligence  on the  part of any  agent,  attorney  or
      receiver appointed or chosen by it with due care, and the Trustee shall be
      entitled  to act and shall be  protected  in acting  or  relying  upon the
      opinion or advice of  counsel,  who may be counsel to the  Issuer,  to the
      Lessee or to the  Letter of Credit  Provider,  concerning  all  matters of
      trust  hereof,  the  duties  hereunder  and the duties  under the  Related
      Documents,  and may in all cases pay such  reasonable  compensation to all
      such agents,  attorneys  and  receivers as may  reasonably  be employed in
      connection  with the trusts  hereof.  The Trustee shall not be responsible
      for any loss or damage  resulting from any action or nonaction by it taken
      or  omitted  to be taken in good faith in  reliance  upon such  opinion or
      advice of counsel.

                                       54
<PAGE>





           (c) The Trustee shall not be responsible for any recital herein,  the
      Related  Documents or in the Bonds (except with respect to the Certificate
      of Authentication executed by the Trustee), or for insuring the Project or
      collecting any insurance  moneys,  or for the validity of the execution by
      the  Issuer  of  this  Indenture  or of  any  Supplemental  Indentures  or
      instruments of further  assurance,  or for the sufficiency of the security
      for the Bonds. The Trustee shall not be responsible or liable for any loss
      suffered  in  connection  with  any  investment  of  funds  made  by it in
      accordance with Article VI.

           (d) The  Trustee  shall not be  accountable  for the use of any Bonds
      authenticated and delivered  hereunder.  The Trustee, in its individual or
      any other capacity, may become the owner or pledgee of Bonds with the same
      rights which it would have if it were not Trustee.

           (e) The  Trustee  may  rely and  shall  be  protected  in  acting  or
      refraining  from  acting  upon  any  resolution,  certificate,  statement,
      instrument,  opinion, report, notice, request, direction,  consent, order,
      affidavit,  letter, telegram or other paper or document provided for under
      this Indenture or the Related  Documents  reasonably  believed by it to be
      genuine  and  correct and to have been  signed,  presented  or sent by the
      proper person or persons.

           (f) As to the  existence  or  nonexistence  of any  fact or as to the
      sufficiency  or  validity  of any  instrument,  paper  or  proceeding,  or
      whenever in the  administration  of the trust created under this Indenture
      and the Related  Documents  the  Trustee  shall deem it  desirable  that a
      matter be proved or established prior to taking, suffering or omitting any
      action  thereunder,   the  Trustee  shall  be  entitled  to  rely  upon  a
      certificate signed by the Authorized Issuer Representative, the Authorized
      Lessee   Representative  or  the  Authorized  Letter  of  Credit  Provider
      Representative,  as the case may be, as  sufficient  evidence of the facts
      therein  contained,  and prior to the occurrence of a default of which the
      Trustee has been notified as provided in subparagraph  (h) of this Section
      or of which by said subparagraph it is deemed to have notice,  the Trustee
      shall  also be at liberty  to accept a similar  certificate  to the effect
      that any  particular  dealing,  transaction  or  action  is  necessary  or
      expedient,  but may at its discretion  secure such further evidence deemed
      necessary or advisable, but shall in no case be bound to secure the same.

           (g) The  permissive  right of the Trustee to do things  enumerated in
      this Indenture and the Related Documents shall not be construed as a duty,
      and the Trustee shall not be answerable  for other than its  negligence or
      willful misconduct.

           (h) The Trustee  shall not be required to take notice or be deemed to
      have notice of any default hereunder or under the Related Documents except
      for Events of Default under  subparagraphs (a), (b), (c) or (f) of Section
      801,  unless  the  Trustee  is  specifically  notified  in writing of such
      default  by the  Issuer,  by  the  Owners  of at  least  25% in  aggregate
      principal  amount of all Bonds then Outstanding or by the Letter of Credit
      Provider.

           (i) At any  and  all  reasonable  times  the  Trustee  and  its  duly
      authorized  agents,  attorneys,   experts,   engineers,   accountants  and
      representatives  shall  have the  right,  but  shall not be  required,  to
      inspect any and all of the  property  herein and in the Related  Documents
      conveyed, including all books, papers and records of the Issuer pertaining
      to the  Project  and the  Bonds,  and to take such  memoranda  from and in
      regard thereto as may be desired.

                                       55
<PAGE>



           (j) The  Trustee  shall not be required to give any bond or surety in
      respect of the  execution of its trusts and powers  hereunder or under the
      Related Documents or otherwise in respect of the Project.

           (k) The Trustee shall have the right,  but shall not be required,  to
      demand,  in respect of the  authentication of any Bonds, the withdrawal of
      any cash, the release of any property or any action  whatsoever within the
      purview  of  this  Indenture,   any  showings,   certificates,   opinions,
      appraisals or other  information or corporate action or evidence  thereof,
      in addition to that by the terms hereof  required,  as a condition of such
      action by the Trustee deemed desirable for the purpose of establishing the
      right of the Issuer to the  authentication of any Bonds, the withdrawal of
      any cash, the release of any property or the taking of any other action by
      the Trustee.

           (l) Before  taking any action  under this  Indenture  or the  Related
      Documents,   the  Trustee  may  require  that  satisfactory  indemnity  be
      furnished to it for the  reimbursement  of all reasonable  fees, costs and
      expenses to which it may be put and to protect it against all liability it
      may incur in or by reason of such action  including,  without  limitation,
      liability in connection with  environmental  contamination and the cleanup
      thereof,  except  liability which is adjudicated to have resulted from its
      negligence  or  willful  misconduct  by  reason  of any  action  so taken;
      provided,  however,  the Trustee may not require  indemnity  before making
      payments or principal  and interest  when due on the Bonds from  Available
      Moneys on  deposit in the  Series  1998A Bond Fund or making  draws on the
      Letter  of  Credit  as  required  by  the  terms  of  this   Indenture  or
      accelerating the Bonds in accordance with the terms hereof.

           (m)  The  Trustee  may  conclusively  rely,  as to the  truth  of the
      statements and the  correctness of the opinions  expressed  therein,  upon
      certificates  or opinions  furnished to the Trustee and  conforming to the
      requirements of this Indenture or the Related Documents.

           (n) The Trustee  shall not be liable with respect to any action taken
      or  omitted  to be  taken  by it in good  faith  in  accordance  with  the
      direction  of  the  Owner  of  a  majority  in  principal  amount  of  the
      Outstanding Bonds relating to the time, method and place of conducting any
      proceedings  for any remedy  available to the Trustee under this Indenture
      or Related Documents.

           (o) No provision of this  Indenture  or the Related  Documents  shall
      require the Trustee to expend or risk its own funds or otherwise incur any
      financial  liability in the performance of any of its duties  hereunder or
      in the  exercise  of any of its rights or powers,  if there is  reasonable
      grounds for believing that  repayment of such funds or adequate  indemnity
      against such risk or liability is not reasonably assured to it.

           (p) Any  request or  direction  of the  Issuer,  the Letter of Credit
      Provider or the Lessee  mentioned  herein shall,  unless other evidence is
      specifically provided for, be sufficiently  evidenced by a document signed
      by,  respectively,  an  Authorized  Issuer  Representative,  an Authorized
      Letter of Credit Provider Representative, or an Authorized
      Lessee Representative.

         (q) 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,  debenture  or  other  paper or  document,  but the  Trustee  in its
      discretion may 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

                                       56
<PAGE>


      entitled  to examine  the books,  records  and  premises  of the  Lessee,
      personally or by agent or attorney.

           (r) The Trustee shall be under no duty,  obligation or responsibility
      to verify any insurance policy, audit, schedule, statement, report, surety
      bond or other  instrument  required or directed to be  delivered  or filed
      with it by any of the provisions  hereof nor shall it be under any duty of
      any other character with respect  thereto;  except to review such document
      to verify  compliance with the Indenture or the Lease Agreement or exhibit
      such documents as it may have in its possession or give the same from time
      to time during reasonable  business hours to any Registered Owner desiring
      to make any inspection thereof.

           (s) The Trustee will not be liable for any error of judgment  made in
      good faith by an officer director or employee of the Trustee, unless it is
      proved that the Trustee was negligent in ascertaining the pertinent facts.

           (t) The  Trustee  may elect not to  proceed  in  accordance  with the
      directions of the Owners  without  incurring any liability to the Owner if
      in the opinion of the Trustee such  direction may result in  environmental
      or other  liability  to the  Trustee,  in its capacity as trustee or in an
      individual  capacity  for which the  Trustee  has not  received  indemnity
      pursuant to subparagraph (l) from the Owners. The Trustee may rely upon an
      opinion of counsel  addressed to the Issuer and the Trustee in determining
      whether any action directed by the Owners may result in such liability.

           (u)  Notwithstanding  anything  to the  contrary  contained  in  this
      Indenture, in the event the Trustee is entitled or required to commence an
      action or otherwise  exercise remedies to acquire control or possession of
      any or all of the Project,  the Trustee  shall not be required to commence
      any such action or exercise any such remedy if the Trustee has  determined
      in good faith that it may incur liability under an  Environmental  Law (as
      defined below) as the result of the presence at, or release on or from the
      Project of any  Hazardous  Material (as defined  below) unless the Trustee
      has received  security or indemnity,  from a person, in an amount and in a
      form all  satisfactory to the Trustee in its sole  discretion,  protecting
      the Trustee from all such  liability.  The term  "Hazardous  Materials" as
      used  herein  shall  mean any  flammable  explosives,  radon,  radioactive
      materials,  asbestos,  urea formaldehyde foam insulation,  polychlorinated
      biphenyls,   petroleum,   petroleum-based  products,   methane,  hazardous
      materials,  hazardous  wastes,  hazardous or toxic  substances  or related
      materials  as set  forth  in  the  Comprehensive  Environmental  Response,
      Compensation  and Liability  Act of 1980,  as amended (42 U.S.C.  Sections
      9601, et seq.), the Hazardous Materials Transportation Act, as amended (49
      U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act,
      as amended  (42  U.S.C.  Sections  6901,  et seq.),  the Toxic  Substances
      Control Act, as amended (15 U.S.C.  Sections 2601, et seq.),  or any other
      applicable  Environmental Law and the regulations  promulgated thereunder.
      The term  "Environmental  Laws"  shall mean all  federal,  state and local
      environmental,   land  use,  zoning,  health,  chemical  use,  safety  and
      sanitation laws, statutes, ordinances and codes relating to the protection
      of the environment or governing the use, storage,  treatment,  generation,
      transportation,  processing, handling, production or disposal of Hazardous
      Materials   and   the   rules,    regulations,    policies,    guidelines,
      interpretations,  decisions,  orders and directives of federal,  state and
      local governmental agencies and authorities with respect thereto.

         (v)  Notwithstanding  any other  provision  of this  Indenture to the
      contrary,  any provision  intended to provide  authority to act,  right to
      payment of fees and expenses, protection,

                                       57
<PAGE>


      immunity  and  indemnification  to the  Trustee  shall be  interpreted  to
      include  any  action  of the  Trustee  whether  it is  deemed to be in its
      capacity as Trustee, Bond Registrar or Paying Agent.

      Section 902. Fees, Charges and Expenses of the Trustee.  The Trustee shall
be  entitled  to payment of and/or  reimbursement  for  reasonable  fees for its
ordinary  services  rendered  under this  Indenture and all advances,  agent and
counsel fees and other  ordinary  expenses  reasonably and  necessarily  made or
incurred by the Trustee in  connection  with such  ordinary  services and, if it
becomes necessary that the Trustee perform  extraordinary  services, it shall be
entitled to reasonable  extra  compensation  therefor and to  reimbursement  for
reasonable  and  necessary   extraordinary  expenses  in  connection  therewith;
provided  that if such  extraordinary  services or  extraordinary  expenses  are
occasioned by the  negligence or willful  misconduct of the Trustee it shall not
be entitled to  compensation  or  reimbursement  therefor.  The Trustee shall be
entitled to payment and reimbursement for the reasonable fees and charges of the
Trustee as Paying Agent for the Bonds and as Bond Registrar. Pursuant to Section
4.4 of the Lease  Agreement,  the Lessee has  agreed to pay to the  Trustee  all
fees,  charges and  expenses of the Trustee  under this  Indenture.  The Trustee
agrees  that the  Issuer  shall  have no  liability  for any fees,  charges  and
expenses  of the  Trustee  and that no fees,  charges or expenses of the Trustee
shall be paid from  moneys  drawn  under the Letter of Credit,  and the  Trustee
agrees to look only to the  Lessee  for the  payment  of all fees,  charges  and
expenses of the Trustee,  the Paying Agent and the Bond Registrar as provided in
the Lease  Agreement;  provided,  however,  upon the  occurrence  of an Event of
Default and during its  continuance and subject to the Letter of Credit Provider
Documents  so long as the Letter of Credit  Provider  has honored  all  properly
presented and conforming draws on the Letter of Credit, the Trustee shall have a
first lien with right of payment  prior to payment on account of  principal  of,
redemption  premium,  if any, or  interest  on any Bond,  upon all moneys in its
possession except from moneys received from drawings under the Letter of Credit,
under any provision hereof for the foregoing advances,  fees, costs and expenses
incurred.

      Section  903.  Notice to  Bondowners,  the Issuer and the Letter of Credit
Provider if Default  Occurs.  If an Event of Default occurs of which the Trustee
is by subparagraph (h) of Section 901 required to take notice or if notice of an
Event of Default is given as  provided  in  subparagraph  (h),  then the Trustee
shall give  immediate  written notice thereof as provided in Section 1303 to the
Issuer and the Letter of Credit  Provider and shall give written notice promptly
thereafter by first class mail, postage prepaid, to the Owners of all Bonds then
Outstanding at their respective addresses appearing on the Bond Register.

      Section 904.  Intervention by the Trustee.  In any judicial  proceeding to
which the Issuer is a party and which,  in the  opinion of the  Trustee  and its
counsel,  has a substantial  bearing on the  interests of the  Bondowners or the
Letter of Credit Provider, the Trustee may intervene on behalf of Bondowners and
the Letter of Credit  Provider  and shall do so if  requested  in writing by the
Owners  of at  least  25%  in  aggregate  principal  amount  of the  Bonds  then
Outstanding  or the Letter of Credit  Provider,  provided that the Trustee shall
first have been offered such reasonable  indemnity as it may require against the
costs,  expenses  and  liabilities  which it may  incur in or by  reason of such
proceeding.

      Section 905.  Successor  Trustee Upon Merger,  Consolidation  or Sale. Any
corporation or association  into which the Trustee may be merged or converted or
with or into which it may be  consolidated,  or to which it may sell or transfer
its corporate trust business and assets as a whole or  substantially as a whole,
or any corporation or association resulting from any merger,  conversion,  sale,
consolidation or transfer to which it is a party,  shall be and become successor
Trustee  hereunder  and shall be vested  with all the  trusts,  powers,  rights,
obligations,  duties,  remedies,  immunities and privileges hereunder as was its
predecessor,  without the  execution or filing of any  instrument or any further
act on the part of any of the parties hereto.

                                       58
<PAGE>



      Section 906. Resignation of Trustee or Paying Agent. The Trustee or Paying
Agent may at any time resign from the trusts  hereby  created by giving at least
30 days written notice to the Issuer,  the Lessee,  the Remarketing  Agent,  the
Letter of Credit Provider and the  Bondowners,  but such  resignation  shall not
take effect until the appointment of a successor  Trustee or Paying Agent by the
Bondowners or by the Issuer  pursuant to Section 908 and the  acceptance of such
appointment pursuant to Section 909.

      Section  907.  Removal of Trustee or Paying  Agent.  The Trustee or Paying
Agent may be removed at any time by an instrument or concurrent  instruments  in
writing  delivered  to the  Trustee,  the Paying  Agent (if  different  from the
Trustee),  the Issuer,  the Remarketing Agent, the Letter of Credit Provider and
the Lessee and signed by the Issuer (as long as no Event of Default has occurred
and is  continuing  or no event  which,  with the giving of notice or passage of
time,  would  constitute  an Event of  Default)  or the Owners of a majority  in
aggregate principal amount of the Bonds then Outstanding, but such removal shall
not take effect until the appointment of a successor  Trustee or Paying Agent by
the  Bondowners or by the Issuer  pursuant to Section 908 and the  acceptance of
such appointment pursuant to Section 909.

      Section 908.  Appointment  of Successor  Trustee or Paying  Agent.  If the
Trustee or Paying Agent resigns or is removed, or otherwise becomes incapable of
acting  hereunder,  or if it is taken  under the control of any state or federal
court or  administrative  body,  public  officer  or  officers  or of a receiver
appointed by a court,  a successor  may be appointed by the Owners of a majority
in aggregate principal amount of the Bonds then Outstanding, with the consent of
the Issuer and the Letter of Credit  Provider,  by an  instrument  or concurrent
instruments in writing;  provided that, in case of such vacancy,  the Issuer, by
an  instrument  executed  and  signed by its  President  or Vice  President  and
attested  by its  Secretary  or  Assistant  Secretary  under its seal,  with the
consent of the Letter of Credit  Provider,  may appoint a  temporary  Trustee or
Paying Agent to fill such vacancy  until a successor  Trustee or Paying Agent is
appointed by the Bondowners in the manner above provided;  provided further,  if
no successor has been appointed  within 30 days after notice of the  resignation
or  removal  is given,  the  Trustee  or Paying  Agent may  petition  a court of
competent  jurisdiction  to appoint a successor.  Any such temporary  Trustee or
Paying Agent so appointed by the Issuer shall  immediately  and without  further
acts be superseded by the successor Trustee or Paying Agent so appointed by such
Bondowners  and  consented  to by the Issuer and the Letter of Credit  Provider.
Every such Trustee or Paying Agent appointed pursuant to this Section shall be a
trust  company or bank in good  standing  and  qualified  to accept  such trusts
having a reported  combined capital stock,  undivided profits and surplus of not
less than $25,000,000.

      Section  909.  Vesting of Trusts in  Successor  Trustee.  Every  successor
Trustee  appointed  hereunder  shall  execute,  acknowledge  and  deliver to its
predecessors,  the Issuer,  the Remarketing  Agent, the Lessee and the Letter of
Credit Provider an instrument in writing  accepting such appointment  hereunder,
and  thereupon  such  successor  shall  become fully vested with all the trusts,
powers, rights, obligations,  duties, remedies, immunities and privileges of its
predecessor;  but such predecessor  nevertheless,  on the written request of the
Issuer, shall execute and deliver such instruments as are necessary or desirable
to  transfer  to  such  successor  Trustee  all  the  trusts,   powers,  rights,
obligations, duties, remedies, immunities and privileges of its predecessor, and
the  duties  and  obligations  of the  predecessor  hereunder  shall  cease  and
terminate.  Every  predecessor  Trustee shall deliver all  securities and moneys
held by it as Trustee  hereunder  to its  successor.  Should any  instrument  in
writing from the Issuer be required by any successor  Trustee for more fully and
certainly  vesting in such successor the trusts,  powers,  rights,  obligations,
duties,  remedies,  immunities and privileges  hereby vested in the predecessor,
any and all  such  instruments  in  writing  shall,  on  request,  be  executed,
acknowledged and delivered by the Issuer.

                                       59
<PAGE>



      Section 910. Right of Trustee to Pay Taxes and Other Charges.  If case any
tax,  assessment or governmental or other charge upon, or insurance premium with
respect  to, any part of the  Project is not paid as  required  herein or in the
Lease Agreement, the Trustee may pay such tax, assessment or governmental charge
or  insurance  premium  without  prejudice  to any rights of the  Trustee or the
Bondowners or the Letter of Credit Provider  hereunder arising in consequence of
such  failure;  but the Trustee  shall be under no  obligation  to make any such
payment  unless it has been  requested to do so by the Owners of at least 25% in
aggregate principal amount of the Bonds then Outstanding or the Letter of Credit
Provider and has been provided  adequate  funds for the purpose of such payment.
Any amount at any time so paid under this Section,  with  interest  thereon from
the date of payment at 2% over the prime rate of interest announced from time to
time by the  Trustee,  shall  become an  additional  obligation  secured by this
Indenture,  and the same shall be given a preference in payment over any payment
of principal of or  redemption  premium,  if any, or interest on the Bonds,  and
shall be paid out of the proceeds of rents, revenues and receipts derived by the
Issuer pursuant to the Lease  Agreement,  if not otherwise caused to be paid. In
no event shall such  amounts be payable  from the proceeds of any draw under the
Letter of Credit.

      Section 911.   Trust Estate May Be Vested in Co-trustee.

      (a) It is a purpose of this  Indenture that there shall be no violation of
any law of any  jurisdiction  (including  particularly  the  State)  denying  or
restricting  the right of  banking  corporations  or  associations  to  transact
business  as  trustee in such  jurisdiction.  It is  recognized  that in case of
litigation under this Indenture or the Lease Agreement and in particular in case
of the enforcement hereof or thereof upon default,  or in case the Trustee deems
that by  reason of any  present  or future  law of any  jurisdiction  it may not
exercise any of the powers, rights or remedies herein granted to the Trustee, or
take any  other  action  which  may be  desirable  or  necessary  in  connection
therewith,  it may be necessary or desirable that the Trustee appoint,  with the
prior written consent of the Letter of Credit Provider, an additional individual
or  institution as a co-trustee or separate  trustee,  and the Trustee is hereby
authorized to appoint,  with the prior  written  consent of the Letter of Credit
Provider, such co-trustee or separate trustee.

      (b) If the Trustee appoints and the Letter of Credit Provider  consents to
an additional  individual or  institution  as a co-trustee or separate  trustee,
each and every remedy,  power, right, claim, demand, cause of action,  immunity,
title, interest and lien expressed or intended by this Indenture to be exercised
by the Trustee with respect  thereto shall be exercisable by such  co-trustee or
separate  trustee but only to the extent  necessary to enable such co-trustee or
separate  trustee  to  exercise  such  powers,  rights and  remedies,  and every
covenant,  agreement and  obligation  necessary to the exercise  thereof by such
co-trustee  or separate  trustee  shall run to and be  enforceable  by either of
them.

      (c) Should any deed,  conveyance  or instrument in writing from the Issuer
be required by the  co-trustee  or separate  trustee so appointed by the Trustee
for  more  fully  and  certainly  vesting  in and  confirming  to him or it such
properties,  rights,  powers,  trusts, duties and obligations,  any and all such
deeds,  conveyances and  instruments in writing shall, on request,  be executed,
acknowledged and delivered by the Issuer.

      (d) If any  co-trustee  or separate  trustee  dies,  becomes  incapable of
acting,  resigns or is removed,  all the  properties,  rights,  powers,  trusts,
duties  and  obligations  of such  co-trustee  or  separate  trustee,  so far as
permitted  by law,  shall  vest in and be  exercised  by the  Trustee  until the
appointment of a successor to such co-trustee or separate trustee.

                                       60
<PAGE>


      Section  912.  Annual  Accounting.  The  Trustee  shall  render  an annual
accounting to the Issuer,  the Lessee,  the Letter of Credit Provider and to any
Bondowner  requesting  the  same,  at the  cost of such  Bondowner,  showing  in
reasonable detail all financial transactions relating to the Trust Estate during
the accounting  period and the balance in any funds created by this Indenture as
of the beginning and close of such accounting period.

      Section 913.  Remarketing Agent. The Issuer hereby appoints George K. Baum
& Company, Kansas City, Missouri, as the Remarketing Agent under this Indenture.
The  Remarketing  Agent shall  designate to the Trustee,  the Tender Agent,  the
Lessee and the Letter of Credit Provider its principal office (if different from
the office  designated in Section 1303) and signify its acceptance of the duties
and  obligations  imposed  upon it hereunder  by entering  into the  Remarketing
Agreement, under which the Remarketing Agent acknowledges its qualifications and
authority  to act as  Remarketing  Agent  under  this  Indenture  and  agrees as
follows:

           (a) to hold all moneys  delivered to it hereunder for the purchase of
      Series 1998A Bonds in trust for the benefit of the person which shall have
      so delivered such moneys until the Series 1998A Bonds  purchased with such
      moneys shall have been delivered to or for the account of such person, and
      not to commingle such moneys with its general funds;

           (b) to keep  such  books  and  records  as shall be  consistent  with
      prudent industry practice and to make such books and records available for
      inspection by the Issuer, the Trustee and the Letter of Credit Provider at
      all reasonable times; and

           (c) to perform and satisfy all other  duties and  obligations  of the
      Remarketing Agent under this Indenture and the Remarketing Agreement.

      Section 914.   Qualifications of Remarketing Agent.

      (a) The Remarketing Agent shall be a financial  institution or a member of
the National Association of Securities Dealers,  Inc. and shall be authorized by
law to perform all the duties imposed upon it by this Indenture. The Remarketing
Agent may at any time resign and be discharged of its duties hereunder by giving
at least 60 days'  notice to the  Issuer,  the  Letter of Credit  Provider,  the
Lessee,  the Tender Agent, the Trustee and the Owners of the Series 1998A Bonds.
The Remarketing  Agent may be removed at any time by an instrument signed by the
Lessee and reasonably  approved by the Letter of Credit  Provider and filed with
the Letter of Credit Provider, the Lessee, the Tender Agent, the Trustee and the
Owners of the Series  1998A Bonds;  provided  that such  resignation  or removal
shall not be effective unless and until a successor  Remarketing  Agent has been
appointed  by the  Lessee  and  reasonably  approved  by the  Letter  of  Credit
Provider.

      (b) In the event of the resignation or removal of the  Remarketing  Agent,
the Remarketing  Agent shall pay over,  assign and deliver any moneys and Series
1998A  Bonds held by it in such  capacity  to its  successor  or, if there be no
successor, to the Trustee.

      (c) If the Lessee fails to appoint a Remarketing  Agent  hereunder,  or if
the Remarketing Agent resigns or is removed, or is dissolved, or if the property
or affairs of the Remarketing  Agent are taken under the control of any state or
federal court or administrative body because of bankruptcy or insolvency, or for
any other reason,  and the Lessee has not appointed its successor as Remarketing
Agent,  the Tender  Agent,  upon  receipt of written  notice from the Lessee and
notwithstanding the provisions of the first paragraph of this Section 914, shall
ipso facto be deemed to be the Remarketing Agent for all purposes of

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<PAGE>


this Indenture until the appointment by the Lessee of the successor  Remarketing
Agent and approval thereof by the Letter of Credit  Provider;  provided that the
Tender Agent,  in its capacity as  Remarketing  Agent,  shall not be required to
sell Series 1998A Bonds or determine the interest rate on the Series 1998A Bonds
pursuant to the  provisions  hereof and  provided  further that the Tender Agent
may, with the approval of the Letter of Credit  Provider,  appoint a Remarketing
Agent  which  meets  the  qualifications  set  forth in this  Section  until the
appointment of a successor Remarketing Agent by the Lessee.

      Section 915.  Tender Agent.  The Issuer hereby appoints the Trustee as the
initial Tender Agent under this  Indenture,  and the Trustee agrees to carry out
its  responsibilities  described  herein.  If the Tender Agent is other than the
Trustee, the Tender Agent shall designate to the Trustee, the Remarketing Agent,
the Lessee and the Letter of Credit  Provider its  Principal  Office and signify
its  acceptance  of the duties and  obligations  imposed  upon it  hereunder  by
entering  into the Tender  Agreement,  a copy of which shall be delivered to the
Issuer,  under  which the  Tender  Agent  acknowledges  its  qualifications  and
authority to act as Tender Agent under this Indenture and will agree as follows:

           (a) to hold all moneys  delivered to it hereunder for the purchase of
      Series 1998A Bonds in trust for the benefit of the person which shall have
      so delivered such moneys until the Series 1998A Bonds  purchased with such
      moneys shall have been delivered to or for the account of such person, and
      not to commingle such moneys with its general funds;

           (b) to hold all Series 1998A Bonds delivered to it hereunder in trust
      for the benefit of the respective Bondowners which shall have so delivered
      such Series  1998A Bonds until such Series  1998A Bonds are required to be
      delivered;

           (c) to hold all Pledged Bonds purchased with moneys  representing the
      proceeds  of a drawing on the Letter of Credit  pursuant to Section 308 to
      be held pursuant to Section 310 as agent and bailee;

           (d) to keep  such  books  and  records  as shall be  consistent  with
      prudent industry practice and to make such books and records available for
      inspection  at all  reasonable  times  by the  Issuer,  the  Trustee,  the
      Remarketing Agent and the Letter of Credit Provider; and

           (e) to perform and satisfy all other  duties and  obligations  of the
      Tender Agent under this Indenture and the Tender Agreement.

      Section 916.   Qualifications of Tender Agent.

      (a) The Tender Agent shall be a bank,  shall have a  capitalization  of at
least  $25,000,000  and shall be  authorized  by law to  perform  all the duties
imposed upon it by this  Indenture.  The Tender Agent may at any time resign and
be  discharged  of its duties  hereunder by giving at least sixty (60)  calendar
days'  notice to the Issuer,  the Letter of Credit  Provider,  the  Lessee,  the
Remarketing  Agent, the Trustee and the Owners.  The Tender Agent may be removed
at any time by an instrument signed by the Lessee and reasonably approved by the
Letter of Credit Provider and filed with the Issuer,  the Remarketing Agent, the
Letter of Credit  Provider,  the Trustee and the Owners;  provided  that neither
such  resignation  nor  such  removal  shall be  effective  unless  and  until a
successor Tender Agent has been appointed by the Lessee and reasonably  approved
by the Letter of Credit Provider.

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<PAGE>


      (b) In the event of the  resignation  or removal of the Tender Agent,  the
Tender  Agent shall pay over,  assign and  deliver  any moneys and Series  1998A
Bonds held by it in such capacity to its successor or, if there be no successor,
to the Trustee.  Any successor Tender Agent shall designate to the Trustee,  the
Remarketing  Agent, the Lessee, the Owners and the Letter of Credit Provider its
Principal  Office and  signify  its  acceptance  of the  duties and  obligations
imposed upon it hereunder by entering  into a tender  agreement or other written
agreement satisfactory to the Trustee, the Remarketing Agent, the Lessee and the
Letter of Credit  Provider,  a copy of which shall be  delivered  to the Issuer,
under which the  successor  Tender Agent  acknowledges  its  qualifications  and
authority  to act as  Tender  Agent  under  this  Indenture  and  agrees  to the
provisions set forth in subparagraphs (a), (b), (c), (d) and (e) of Section 915.

      (c) If the Lessee  fails to appoint a Tender  Agent  hereunder,  or if the
Tender  Agent  resigns or is removed,  or is  dissolved,  or if the  property or
affairs of the Tender  Agent are taken under the control of any state or federal
court or  administrative  body because of bankruptcy or  insolvency,  or for any
other  reason,  and the Lessee has not  appointed its successor as Tender Agent,
the Trustee,  upon receipt of written notice from the Lessee and notwithstanding
the  provisions  of paragraph  (a),  shall ipso facto be deemed to be the Tender
Agent for all purposes of this Indenture  until the appointment by the Lessee of
the  successor  Tender  Agent  and  approval  thereof  by the  Letter  of Credit
Provider.


                              ARTICLE X

                       SUPPLEMENTAL INDENTURES

      Section 1001. Supplemental Indentures Not Requiring Consent of Bondowners.
Subject to the  provisions of Section 1003,  the Issuer and the Trustee may from
time to time,  without the consent of or notice to any of the Bondowners,  enter
into any  Supplemental  Indenture  as may be required for any one or more of the
following purposes:

           (a) To cure any  ambiguity  or  formal  defect  or  omission  in this
      Indenture or to correct or supplement  any  provision  herein which may be
      inconsistent with any other provision of this Indenture;

           (b) To grant to or confer  upon the  Trustee  for the  benefit of the
      Bondowners any additional rights, remedies, or authority that may lawfully
      be granted to or conferred upon the Bondowners or the Trustee or either of
      them;

           (c) To more  precisely  identify the Project or to  substitute or add
      additional property thereto;

           (d) To subject to this Indenture additional  revenues,  properties or
      collateral;

           (e)  To  evidence  the  appointment  of a  separate  trustee  or  the
      succession of a new Trustee;

           (f) To comply with the  requirements  of the Trust  Indenture  Act of
1939, as amended;

           (g)  To extend or renew the Letter of Credit;

           (h) To make any other change (except any change  described in clauses
      (i), (ii), (iii), (iv) or (v) of Section 1002) which, in the sole judgment
      of the Trustee, is not prejudicial to the Trustee or the Bondowners;

                                       63
<PAGE>



           (i) To make any other change (except any change  described in clauses
      (i), (ii), (iii), (iv) or (v) of Section 1002) that would become effective
      on an Interest Rate Mode  Conversion  Date or Substitute  Letter of Credit
      Date if the related Notice of Interest Rate Mode Conversion,  or Notice of
      Substitute  Letter of Credit, as the case may be, sets forth the nature of
      the proposed Supplemental  Indenture and states that copies thereof are on
      file at the principal corporate trust office of the Trustee for inspection
      by all Bondowners; or

           (j) To issue  Additional Bonds in accordance with Section 211 of this
      Indenture.

      Section 1002.  Supplemental Indentures Requiring Consent of Bondowners.

      (a)  Exclusive  of  Supplemental  Indentures  covered by Section  1001 and
subject  to the  provisions  of  Section  1003,  the  Owners  of not less than a
majority  in  aggregate  principal  amount of the Bonds at the time  Outstanding
shall have the right, from time to time, to consent to and approve the execution
by  the  Issuer  and  the  Trustee  of  such  other  Supplemental  Indenture  or
Supplemental Indentures as shall be deemed necessary and desirable by the Issuer
for  the  purpose  of  modifying,  amending,  adding  to or  rescinding,  in any
particular, any of the terms or provisions contained in this Indenture or in any
Supplemental  Indenture;  provided  that the consent of all of the Owners of the
Bonds then Outstanding shall be required for (i) an extension of the maturity of
the principal of or the interest on any Bond,  (ii) a reduction in the principal
amount of any Bond, the rate of interest or the premium  thereon or the purchase
price thereof, (iii) a privilege or priority of any Bond or Bonds over any other
Bond or Bonds  (except as otherwise  provided  herein),  (iv) a reduction in the
aggregate principal amount of Bonds the Owners of which are required for consent
to any  such  Supplemental  Indenture,  or (v) any  change  which,  in the  sole
judgment of the  Trustee,  adversely  affects the rights of the Owners to tender
their Parity Bonds in accordance with Section 306 and 307.

      (b) If at any time the Issuer shall  request the Trustee to enter into any
such Supplemental Indenture for any of the purposes of this Section, the Trustee
shall cause notice of the proposed  execution of such Supplemental  Indenture to
be mailed by first class mail, postage prepaid, to each Bondowner at his address
as shown by the Bond Register. Such notice shall briefly set forth the nature of
the proposed Supplemental Indenture, shall state that copies thereof are on file
at the  principal  corporate  trust office of the Trustee for  inspection by all
Bondowners  and shall state that such  Supplemental  Indenture  shall not become
effective until not less than 51% or 100%, as the case may be, of the Bondowners
have consented  thereto.  If within 60 days but not exceeding one year following
the mailing of such notice, the Owners of not less than the requisite  aggregate
principal  amount of the Bonds  Outstanding  at the time of the execution of any
such  Supplemental  Indenture shall have consented to and approved the execution
thereof as herein provided,  no Owner of any Bond shall have any right to object
to any of the terms and provisions  contained therein, or the operation thereof,
or in any manner to question  the  propriety  of the  execution  thereof,  or to
enjoin or restrain  the Trustee or the Issuer  from  executing  the same or from
taking any action  pursuant to the provisions  thereof.  Nothing in this Section
contained  shall permit or be construed as permitting  the  modification  of the
rights,  duties or immunities of the Trustee  without the written consent of the
Trustee.

      Section 1003.  Consent of the Letter of Credit  Provider and the Lessee to
Supplemental  Indentures.  A Supplemental  Indenture shall not become  effective
unless  and  until the  Letter of Credit  Provider  and the  Lessee  shall  have
consented  in  writing  to the  execution  and  delivery  of  such  Supplemental
Indenture.  In this  regard,  the  Trustee  shall cause  notice of the  proposed
execution and

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<PAGE>


delivery of any  Supplemental  Indenture  together  with a copy of the  proposed
Supplemental  Indenture  to be mailed to the Letter of Credit  Provider  and the
Lessee at least 15 days prior to the proposed  date of execution and delivery of
such Supplemental Indenture.

      Section 1004.  Opinion of Bond Counsel.  No  Supplemental  Indenture under
this  Article X shall  become  effective  until Bond  Counsel has  delivered  an
opinion to the Issuer,  the  Trustee,  the  Remarketing  Agent and the Letter of
Credit  Provider  to the effect  that the  proposed  Supplemental  Indenture  is
authorized under the Act and the Indenture.

      Section 1005. Notice of Supplemental  Indenture to Remarketing  Agent. The
Trustee  shall  provide  notice  to  the  Remarketing   Agent  of  any  proposed
Supplemental Indentures under this Article X.


                             ARTICLE XI

           SUPPLEMENTAL LEASE AGREEMENTS AND AMENDMENTS TO
                        THE LETTER OF CREDIT

      Section 1101.  Supplemental  Lease Agreements and Amendments to the Letter
of Credit Not  Requiring  Consent of  Bondowners.  Subject to the  provisions of
Section  1103,  the  Trustee  shall,  without  the  consent  of or notice to the
Bondowners,  consent to the execution of any Supplemental Lease Agreement or any
amendment to the Letter of Credit as may be required (i) by the Lease  Agreement
or this Indenture, (ii) for the purpose of curing any ambiguity or formal defect
or omission, (iii) so as to more precisely identify the Project or substitute or
add  additional  property  thereto,  (iv) in  connection  with any other  change
therein  which,  in the  judgment  of the  Trustee,  is not  prejudicial  to the
Trustee, the Bondowners or the Letter of Credit Provider; (v) in connection with
an extension  or renewal of the Letter of Credit,  (vi) in  connection  with the
issuance  of  Additional  Bonds in  accordance  with  Section  211,  or (vii) in
connection with any other change therein (except any change described in clauses
(a) or (b) of Section 1102) that would become effective on an Interest Rate Mode
Conversion  Date or  Substitute  Letter of Credit Date if the related  Notice of
Interest Rate Mode Conversion or Notice of Substitute  Letter of Credit,  as the
case may be, sets forth the nature of the proposed  Supplemental Lease Agreement
or amendment to the Letter of Credit and states that copies  thereof are on file
at the  principal  corporate  trust office of the Trustee for  inspection by all
Bondowners.

      Section 1102.  Supplemental  Lease Agreements and Amendments to the Letter
of Credit  Requiring  Consent  of  Bondowners.  Except  for  Supplemental  Lease
Agreements  or  amendments  to the Letter of Credit  covered in Section 1101 and
subject to the  provisions of Section 1103, the Trustee shall not consent to the
execution of any Supplemental  Lease Agreement or any amendment to the Letter of
Credit  without the mailing of notice and the obtaining of the written  approval
or  consent of the Owners of not less than a  majority  in  aggregate  principal
amount of the Bonds at the time  Outstanding  given and  obtained as provided in
Section  1002;  provided that the consent of all of the Owners of the Bonds then
Outstanding shall be required for (a) a reduction or extension in the payment of
Lease  Payments under the Lease  Agreement,  or (b) a reduction in the aggregate
principal  amount of Bonds the  Owners of which are  required  to consent to any
Supplemental  Lease  Agreement or  amendment to the Letter of Credit.  If at any
time the Issuer and the Lessee  shall  request the consent of the Trustee to any
such proposed Supplemental Lease Agreement or amendment to the Letter of Credit,
the Trustee shall cause notice of such proposed  Supplemental Lease Agreement or
amendment to the Letter of Credit to be mailed in the same manner as provided in
Section 1002 with respect to Supplemental Indentures.  Such notice shall briefly
set forth the

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<PAGE>


nature of such proposed  Supplemental Lease Agreement or amendment to the Letter
of Credit and shall state that  copies of the same are on file at the  principal
corporate trust office of the Trustee for inspection by all Bondowners.

      Section  1103.  Consent of the Letter of Credit  Provider to  Supplemental
Lease  Agreements.  A Supplemental  Lease Agreement  shall not become  effective
unless and until the Letter of Credit  Provider  shall have consented in writing
to the  execution and delivery of such  Supplemental  Lease  Agreement.  In this
regard, the Trustee shall cause notice of the proposed execution and delivery of
any  Supplemental   Lease  Agreement  together  with  a  copy  of  the  proposed
Supplemental  Lease  Agreement to be mailed to the Letter of Credit  Provider at
least 15 days prior to the  proposed  date of  execution  and  delivery  of such
Supplemental Lease Agreement.

      Section 1104.  Opinion of Bond Counsel.  No  Supplemental  Lease Agreement
under this Article XI shall become effective until Bond Counsel has delivered an
opinion to the  Issuer,  the  Remarketing  Agent,  the Trustee and the Letter of
Credit Provider to the effect that the proposed  Supplemental Lease Agreement is
authorized under the Act and the Indenture.

      Section 1105.  Notice of  Supplemental  Lease to  Remarketing  Agent.  The
Trustee  shall  provide  notice  to  the  Remarketing   Agent  of  any  proposed
Supplemental Lease under this Article XI.


                             ARTICLE XII

               SATISFACTION AND DISCHARGE OF INDENTURE

      Section 1201.  Satisfaction and Discharge of the Indenture.

      (a) When (i) all of the Bonds are deemed to be paid as provided in Section
1202, (ii) provision has been made for paying all other sums payable  hereunder,
including  the  reasonable  fees and  expenses of the Trustee,  the Issuer,  the
Paying Agent, the Bond Registrar,  the Remarketing Agent and the Tender Agent to
the date of  retirement  of the  Bonds,  and (iii)  provision  has been made for
paying all obligations owed to the Letter of Credit Provider under the Letter of
Credit Provider Documents,  then the right, title and interest of the Trustee in
respect hereof shall  thereupon  cease,  determine and be void.  Thereupon,  the
Trustee shall cancel, discharge and release the lien of this Indenture and shall
execute,  acknowledge and deliver to the Issuer such instruments of satisfaction
and  discharge or release as shall be necessary to evidence such release and the
satisfaction  and discharge of the lien of this Indenture,  and shall assign and
deliver to the Issuer any  property  and  revenues  at the time  subject to this
Indenture that may then be in its  possession,  except amounts in the Bond Funds
required  to be paid to the  Letter  of Credit  Provider  and the  Lessee  under
Section 507 and except funds or  securities  held by the Trustee for the payment
of the principal of and redemption premium, if any, and interest on the Bonds or
the purchase price of any Undelivered Bonds.
      (b) The Issuer is hereby authorized to accept a certificate by the Trustee
that all amounts payable under clauses (a)(i),  (ii) and (iii) have been paid or
such payment has been provided for in  accordance  with Section 1202 as evidence
of satisfaction of this Indenture.

      Section 1202.  Bonds Deemed to be Paid.

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<PAGE>


      (a) Parity  Bonds which are in an  Interest  Rate Mode other than a Weekly
Mode or a Monthly  Mode shall be deemed to be paid  within  the  meaning of this
Article  when the  interest  rate on the Parity Bonds has been fixed to maturity
(or a  redemption  date  established  as  provided  herein)  and  payment of the
principal of, the applicable  redemption  premium, if any, on such Parity Bonds,
and interest  thereon to the due date or redemption  date thereof  (whether such
due date is by reason of maturity or upon redemption, or otherwise),  either (i)
has been made or caused to be made in accordance with the terms thereof, or (ii)
has been provided for by depositing  with the Trustee,  in trust and irrevocably
set aside  exclusively for such payment (1) Available Moneys  sufficient to make
such  payment or (2)  Government  Securities  purchased  with  Available  Moneys
maturing as to  principal  and interest in such amount and at such times as will
insure the availability of sufficient  moneys to make such payment.  Subordinate
Bonds shall be deemed to be paid within the meaning of this Article when payment
of the  principal  of,  the  applicable  redemption  premium,  if  any,  on such
Subordinate  Bonds,  and  interest  thereon to the due date or  redemption  date
thereof (whether such due date is by reason of maturity or upon  redemption,  or
otherwise), either (i) has been made or caused to be made in accordance with the
terms thereof,  or (ii) has been provided for by depositing with the Trustee, in
trust  and  irrevocably  set  aside  exclusively  for  such  payment  Government
Securities  maturing  as to  principal  and  interest in such amount and at such
times as will insure the availability of sufficient moneys to make such payment.
At such time as a Bond is deemed to be paid hereunder, as aforesaid, it shall no
longer be secured by or entitled to the benefits of this  Indenture,  except for
the purposes of any such payment from such moneys or Government Securities.

      (b) If the maturity date or  redemption  date referred to in the preceding
paragraph  is more than 90 days from the date such Bonds are to be deemed  paid,
the Bonds shall only be deemed paid pursuant to the  preceding  paragraph if the
Trustee  and the  Letter of Credit  Provider  have  received  from a  nationally
recognized  independent  certified public accountant or accounting firm selected
by the Lessee and satisfactory to the Letter of Credit Provider a certification,
satisfactory  in form and  substance  to the  Trustee  and the  Letter of Credit
Provider,  to the effect that the  principal of and  interest on the  Government
Securities to be held together with any other money to be held  hereunder,  will
be sufficient to pay all remaining principal of, redemption premium, if any, and
interest on the Bonds pursuant to the preceding paragraph.

      (c)  Notwithstanding  the  foregoing,  in the case of Bonds which by their
terms may be redeemed prior to the stated maturities  thereof,  no deposit under
clauses  (a)(ii)  of this  Section  shall be deemed a payment  of such  Bonds as
aforesaid  until,  as to all such Bonds which are to be redeemed  prior to their
respective stated maturities, proper notice of such redemption has been given in
accordance with Article III or irrevocable  instructions  have been given to the
Trustee to give such notice.

      (d) Notwithstanding  any other provision of this Indenture,  all moneys or
Government  Securities  set aside and held in trust pursuant to this Section for
the payment of Bonds (including  redemption  premium  thereon,  if any) shall be
applied to and used solely for the payment of the  particular  Bonds  (including
redemption  premium  thereon,  if any) with  respect  to which  such  moneys and
Government Securities have been so set aside in trust.

                            ARTICLE XIII

                      MISCELLANEOUS PROVISIONS

      Section 1301.  Consents  and  Other   Instruments  by   Bondowners.   Any
consent, request, direction,  approval,  objection or other instrument required
by this Indenture to be signed and executed by

                                       67
<PAGE>


the Bondowners may be in any number of concurrent  writings of similar tenor and
may be signed or executed by such  Bondowners in person or by agent appointed in
writing.  Proof  of the  execution  of  any  such  instrument  (other  than  the
assignment of the ownership of any Bond) or of the writing  appointing  any such
agent and of the ownership of Bonds, if made in the following  manner,  shall be
sufficient for any of the purposes of this Indenture, and shall be conclusive in
favor of the Trustee with regard to any action taken,  suffered or omitted under
any such instrument, namely:

           (a) The fact  and date of the  execution  by any  person  of any such
      instrument  may  be  proved  by the  certificate  of  any  officer  in any
      jurisdiction  who by law has  power to take  acknowledgments  within  such
      jurisdiction that the person signing such instrument  acknowledged  before
      him  the  execution  thereof,  or by  affidavit  of any  witness  to  such
      execution.

           (b) The fact of ownership of Bonds and the amount or amounts, numbers
      and other  identification  of such Bonds and the date of holding  the same
      shall be proved by the Bond  Register.  Any  action  taken by the  Trustee
      pursuant  to this  Indenture  upon the request or Issuer or consent of any
      person who, at the time of making such request or giving such authority or
      consent is the Owner of any Bond, shall be conclusive and binding upon all
      future Owners of the same Bond and upon Bonds issued in exchange  therefor
      or upon transfer or in place thereof.

      Section 1302. Limitation of Rights Under the Indenture. With the exception
of rights herein expressly conferred, nothing expressed or mentioned in or to be
implied  from this  Indenture  or the Bonds is intended or shall be construed to
give any person, other than the parties hereto, the Bondowners and the Letter of
Credit  Provider,  any  right,  remedy  or  claim  under or in  respect  to this
Indenture,  this  Indenture  being  intended  to be and  being  for the sole and
exclusive benefit of the parties hereto, the Bondowners and the Letter of Credit
Provider as herein provided.

      Section 1303.  Notices.

      (a) Except as otherwise provided in this Indenture, it shall be sufficient
service of any notice,  request,  complaint,  demand or other paper  required by
this  Indenture to be given or filed with the Issuer,  the Trustee,  the Lessee,
the Letter of Credit Provider,  the Remarketing Agent or the Tender Agent if the
same shall be duly  mailed by  registered  or  certified  mail,  return  receipt
requested,  with postage  prepaid  addressed to each such party at the following
addresses;  provided  that any  communication  required by this  Indenture to be
given   to  any   such   party   by   telephone,   facsimile,   telex  or  other
telecommunication  device shall be delivered to each such party at the following
telecommunication  numbers  and shall be deemed to be  sufficiently  served only
when received by such party:

      Issuer:            City of Lenexa, Kansas
                         12350 West 87th Street Parkway
                         Lenexa, Kansas   66215
                         Attention:  City Clerk
                         Facsimile:   (913) 477-7504

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<PAGE>


      Trustee:           INTRUST Bank, N.A.
                         105 N. Main Street
                         Wichita, Kansas  67202
                         Attention:  Corporate Trust Department
                         Facsimile:   (316) 383-5848

      Lessee:            LabOne, Inc.
                         10310 W. 84th Terrace
                         Lenexa, Kansas 66214
                         Attention:  Kurt E. Gruenbacher
                         Facsimile: (913) 888-0771

      Letter of
      Credit Provider:   Commerce Bank, N.A.
                         Post Office Box 419248
                         Kansas City, Missouri 64141-6248
                         Attention:  Commercial Loan Department
                         Facsimile:  (816) 234-8648


      Remarketing Agent: George K. Baum & Company
                         120 West 12th Street
                         Twelve Wyandotte Plaza
                         Kansas City,  Missouri 64105
                         Attention: Public Finance Dept.
                         Facsimile: (816) 283-5326

      Tender Agent:      INTRUST Bank, N.A.
                         Post Office Box 47070
                         Wichita, Kansas  67201
                         Attention:  Corporate Trust Department
                         Facsimile:   (316) 383-5848

      (b) It shall be  sufficient  service of any  notice,  request,  complaint,
demand or other paper  required by this  Indenture to be given or filed with the
Bondowners  if the same is duly  mailed by first class  mail,  postage  prepaid,
addressed to each of the Owners of Bonds at the time  Outstanding at his address
as shown by the Bond Register.

      (c) A duplicate copy of each notice,  certificate  or other  communication
given  hereunder to any of the parties  mentioned in this Section shall be given
to the  Trustee,  the  Lessee,  the  Remarketing  Agent and the Letter of Credit
Provider.  The parties  mentioned in the first paragraph of this Section may, by
notice  given  hereunder,  designate  any  further  or  different  addresses  or
telecommunication  numbers to which  subsequent  notices,  certificates or other
communications shall be sent to it.

      (d) If the Bonds are rated by Moody's or S&P,  the  Trustee  shall  notify
Moody's or S&P, as the case may be, in writing prior to the occurrence of any of
the  following  events:  (i) any change in the Trustee;  (ii) the  execution and
delivery of any Supplemental  Indenture or Supplemental  Lease Agreement,  (iii)
the execution of any document  amending or extending the Letter of Credit,  (iv)
if it has knowledge of

                                       69
<PAGE>


any change,  the execution of any document providing for any material changes to
the  Reimbursement  Agreement,  (v) the occurrence of a defeasance in accordance
with Article XII, (vi) the payment in full of the principal of the Bonds,  (vii)
any  termination  or expiration of the Letter of Credit,  (viii) the delivery of
any Substitute Letter of Credit,  (ix) any change in the Remarketing  Agent, and
(x) any conversion of the Interest Rate Mode for the Bonds.  All such notices to
S&P shall be mailed to:  Standard & Poor's Ratings  Services,  25 Broadway,  New
York, New York 10004, Attention:  Surveillance,  or at such other address as S&P
may designate. All such notices to Moody's shall be mailed to: Moody's Investors
Services,  Inc., 99 Church Street, New York, New York 10007,  Attention:  Public
Finance Department, or at such other address as Moody's may designate.

      Section 1304. Consent of Subordinate  Bondowners Not Applicable.  Anything
contained in this  Indenture to the contrary  notwithstanding,  the  Outstanding
principal  amount of Subordinate  Bonds shall not be counted for the purposes of
obtaining  the  requisite  percentages  of  Bondowner's  consent,   approval  or
authorizations.

      Section 1305. Effect of Default of Letter of Credit Provider or Payment of
Parity  Bonds.  Notwithstanding  anything  contained  to the  contrary  in  this
Indenture,  any and all rights given to the Letter of Credit  Provider under the
Indenture including,  but not limited to, the giving of consents or approvals or
the direction of proceedings, shall be null and void (a) during any time that an
Event of Default has occurred and is continuing  under Section  801(f) or (g) of
the  Indenture,  and (b) if the Parity Bonds have been paid in full or provision
has been made for the payment of all Parity Bonds in accordance with Article XII
of the Indenture and all  obligations  owing the Letter of Credit Provider under
the Letter of Credit  Documents  have been paid or  provision  has been made for
payment of such obligations.

      Section  1306.   Execution  in   Counterparts.   This   Indenture  may  be
simultaneously  executed  in  several  counterparts,  each of which  shall be an
original and all of which shall constitute but one and the same instrument.

      Section 1307. Severability.  If any provision of this Indenture is held or
deemed to be invalid,  inoperative or unenforceable as applied in any particular
case in any  jurisdiction or jurisdictions  or in all  jurisdictions,  or in all
cases  because it  conflicts  with any other  provision  or  provisions  of this
Indenture or any  constitution  or statute or rule of public policy,  or for any
other  reason,  such  circumstances  shall not have the effect of rendering  the
provision  in  question  inoperative  or  unenforceable  in any  other  case  or
circumstance or of rendering any other provision or provisions  herein contained
invalid,  inoperative or unenforceable to any extent whatever. The invalidity of
any one or more  phrases,  sentences,  clauses  or  Sections  in this  Indenture
contained shall not affect the remaining  portions of this Indenture or any part
thereof.

      Section 1308.  Governing  Law.  This  Indenture  shall be governed by and
construed in accordance with the laws of the State.
      IN WITNESS  WHEREOF,  the Issuer has caused this Indenture to be signed in
its  name and  behalf  and  attested  by its duly  authorized  officers,  and to
evidence its  acceptance  of the trusts hereby  created,  the Trustee has caused
this  Indenture  to be  signed  in its name and  behalf  by its duly  authorized
officers and its  corporate  seal to be hereunto  affixed and attested by one of
its duly authorized officers.

                                       70
<PAGE>



                                    CITY OF LENEXA, KANSAS


[SEAL]
                                    By:  /s/ Joan Bowman          
                                        -----------------------
                                          Joan Bowman, Mayor

ATTEST:



By:  /s/ Sandra Howell
    ---------------------------
      Sandra Howell, City Clerk

                                       71
<PAGE>



                               INTRUST BANK, N.A.
                               as Trustee


                                      By: /s/J. Steve Larigan
                                          ------------------------------
                                        J. Steven Larigan, Vice President
[SEAL]

ATTEST:



By:    /s/ Bonnie Mosher
      -----------------------------
       Bonnie Mosher, Assistant Vice President

                                       72
<PAGE>



                                  EXHIBIT A-1

                         (FORM OF SERIES 1998A BONDS)


      Unless this  certificate is presented by an authorized  representative  of
      The Depository Trust Company, a New York corporation ("DTC"), to Issuer 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.

R-__                                                              $_____________


                           UNITED STATES OF AMERICA
                                STATE OF KANSAS

                            CITY OF LENEXA, KANSAS

                        TAXABLE INDUSTRIAL REVENUE BOND
                            (LABONE, INC. PROJECT)
                                 SERIES 1998A


    Rate of Interest:      Maturity Date:   Dated Date:     CUSIP No.
    -----------------      --------------   -----------     ---------
      Variable as
       Described                          ________ __, 19___
         Herein                              


Registered Owner:    CEDE & CO.

Principal Amount:    _____________________________________DOLLARS



      The CITY OF LENEXA, KANSAS, a municipal corporation of the State of Kansas
(the "Issuer"),  for value  received,  hereby promises to pay, solely out of the
revenues  hereinafter  specified,  to the Registered Owner identified  above, or
registered  assigns,  the Principal Amount identified above on the Maturity Date
set forth above, except as the provisions  hereinafter set forth with respect to
redemption prior to maturity may become  applicable  hereto,  and to pay to such
Registered  Owner hereof  interest on such  principal sum from the Dated Date or
from the most recent  Interest  Payment Date (as  hereinafter  defined) to which
interest  has been paid to the Interest  Payment  Date at the Interest  Rate (as
hereinafter  defined).  Interest  on this  Series  1998A Bond while it is in the
Weekly Mode or the Monthly Mode (as

                                     A-1(1)
<PAGE>


hereinafter  defined)  shall be  computed  on the  basis of a year of 365 or 366
days, as  appropriate,  for the actual  number of days elapsed,  and interest on
this  Series  1998A  Bond while it is in any other  Interest  Rate Mode shall be
computed  on the basis of a 360-day  year of twelve  30-day  months,  payable as
described  herein  until the said  principal  sum shall  have  been  paid.  Upon
maturity  the  principal  of this Series 1998A Bond is payable by check or draft
upon  presentation of such Series 1998A Bond at the principal  office of INTRUST
Bank, N.A., in the City of Wichita, Kansas (the "Trustee" and "Paying Agent") or
at the duly designated office of any successor Trustee or Paying Agent appointed
under the Indenture.  Payment of the interest on this Series 1998A Bond shall be
made by the Paying Agent on each  Interest  Payment Date to the Owner thereof at
the close of business on the Record Date (as hereinafter defined) next preceding
said Interest Payment Date by check or draft mailed to such Owner at the Owner's
address as it appears in the Bond Register or in such other manner as such Owner
and the Paying Agent may  determine or upon written  request by wire transfer of
immediately  available  funds to any Owner  thereof  who owns at least  $500,000
principal amount of the Series 1998A Bonds at such wire transfer address as such
Owner shall specify if such Owner  provides  written  notice to the Paying Agent
not less than 10 days prior to the Record Date for which any such payment is due
requesting such electronic transfer.  Any such written notice shall be signed by
such  Owner  and  shall  include  the  name of the bank  (which  shall be in the
continental United States),  its address,  ABA routing number and account number
to which such Registered Owner wishes to have such transfer directed. The Issuer
or the Trustee may impose a charge again an Owner for the  reimbursement  of any
governmental  charge  required  to be paid in the event that such Owner fails to
provide a correct taxpayer identification number to the Trustee. Such amount may
be  deducted  by the  Trustee  from  amounts  otherwise  payable  to such  Owner
hereunder or under the Series 1998A Bonds.

      THIS SERIES 1998A BOND is one of a duly authorized  series of Bonds of the
Issuer  designated  "Taxable  Industrial  Revenue Bonds (LabOne,  Inc.  Project)
Series 1998A," in the aggregate  principal  amount of  $20,000,000  (the "Series
1998A Bonds"), issued for the purpose of financing the construction, improvement
and  equipping  of a  commercial  facility  including  real  estate,  buildings,
improvements  and  equipment  (the  "Project"),  for  LabOne,  Inc.,  a Delaware
corporation  (the  "Lessee").  The  Project  will be  acquired by the Issuer and
leased to the  Lessee  pursuant  to the terms of a Lease  Agreement  dated as of
September  1,  1998,  between  the  Issuer  and  the  Lessee,  (as  amended  and
supplemented from time to time in accordance with the provisions thereof and the
Indenture,  the "Lease  Agreement"),  all pursuant to and in conformity with the
provisions, restrictions and limitations of the Constitution and statutes of the
State of Kansas,  including particularly K.S.A. 12-1740 et seq., as amended (the
"Act"),  and  pursuant  to  proceedings  duly had by the  governing  body of the
Issuer.

      THIS SERIES 1998A BOND is issued under and is equally and ratably  secured
and entitled to the protection  given by a Trust Indenture dated as of September
1, 1998 (as amended and  supplemented  from time to time in accordance  with the
provisions  thereof,  the  "Indenture"),  between  the Issuer  and the  Trustee.
Subject to the terms and conditions set forth therein, the Indenture permits the
Issuer to issue  Additional  Bonds (as defined therein) secured by the Indenture
ratably and on a parity with the Series 1998A Bonds. Reference is hereby made to
the Indenture for a description of the provisions, among others, with respect to
the nature and extent of the security  for this Series  1998A Bond,  the rights,
duties and  obligations of the Issuer,  the Trustee and the Registered  Owner of
this  Series  1998A  Bond,  and the terms upon which this  Series  1998A Bond is
issued and  secured.  The Series  1998A Bonds are  superior  with respect to the
pledge of revenues  from the Project  provided  under the  Indenture  and in all
other respects to the Issuer's Taxable Subordinate  Revenue Bonds (LabOne,  Inc.
Project), Series 1998B, in the



                                     A-1(2)
<PAGE>


aggregate  principal amount of $5,000,000 and the Issuer's  Taxable  Subordinate
Revenue Bonds (LabOne,  Inc. Project),  Series 1998C, in the aggregate principal
amount of $8,000,000.

                                  DEFINITIONS

      "Business Day" means any day other than (i) a Saturday or Sunday,  or (ii)
any day on  which  banking  institutions  in the  city in  which  the  principal
corporate trust office of the Trustee or the principal corporate trust office of
the Tender Agent or the principal office of the Remarketing  Agent or the office
of the Letter of Credit  Provider at which  demands for payment under the Letter
of Credit are to be presented is located,  are required or  authorized by law to
remain closed.

      "Calculation Period" means

      (A) in the case of the  initial  Calculation  Period for the Series  1998A
Bonds,  the period  from and  including  the date of the  initial  issuance  and
delivery of the Series 1998A Bonds to and  including  the  following  Wednesday,
except that if the date of the initial issuance and delivery of the Series 1998A
Bonds is a Wednesday, the initial Calculation Period shall be only such day, and

      (B) in the case of each subsequent Calculation Period,

           (i) while the Series 1998A Bonds are in the Weekly Mode,  each weekly
      period  from and  including  Thursday  of each week to and  including  the
      following Wednesday,

           (ii) while the  Series  1998A  Bonds are in the  Monthly  Mode,  each
      monthly  period  from and  including  the first  day of each  month to and
      including the last day of such month,

           (iii)while  the Series 1998A Bonds are in the Semiannual  Mode,  each
      six-month period from and including a Semiannual Date to and including the
      day immediately preceding the next Semiannual Date,

           (iv) while the Series 1998A Bonds are in the Annual Mode, each annual
      period  from  and  including  an  Annual  Date  to and  including  the day
      immediately preceding the next Annual Date, and

           (v) while  the  Series  1998A  Bonds are in a  Multiyear  Mode,  each
      multiyear  period  of a  duration  equal  to the  number  of years of such
      Multiyear  Mode from and  including  the Annual  Date next  following  the
      expiration of the preceding  Calculation Period for such Series 1998A Bond
      to and including the last day immediately  preceding the first to occur of
      the annual  anniversary  of such  Annual  Date that  corresponds  with the
      number of years of such  Multiyear  Mode or the stated  maturity  for such
      Series 1998A Bond; and

           (C) if the  Interest  Rate Mode is changed for the Series 1998A Bonds
      on an Interest Rate Mode Conversion  Date, the Calculation  Period for the
      Series 1998A Bonds in effect immediately preceding such Interest Rate Mode
      Conversion Date shall end with and include the day  immediately  preceding
      such Interest Rate Mode  Conversion  Date, and the  immediately  following
      Calculation Period for the Series 1998A Bonds shall be the period from and
      including


                                     A-1(3)
<PAGE>


      the  Interest  Rate  Mode   Conversion  Date  to  and  including  the  day
      immediately  preceding the first day on which a new Calculation Period may
      commence in accordance with this  definition  (which first day in the case
      of any Multiyear Mode shall be the Annual Date  immediately  preceding the
      annual  anniversary  of such  Interest  Rate  Mode  Conversion  Date  that
      corresponds  with the number of years of such Multiyear Mode,  unless such
      annual  anniversary occurs on an Annual Date, in which case such first day
      shall be such annual anniversary).

      "Determination Date" means the first day of each Calculation Period, or if
such day is not a Business Day, then the preceding Business Day.

      "Interest  Payment  Date"  means,  with  respect to the Weekly Mode or the
Monthly  Mode,  the first  Business  Day of each month and,  with respect to any
other  Interest  Rate Mode,  each  Semiannual  Date;  provided  that the initial
Interest Payment Date shall be October 1, 1998.

      "Interest  Rate" for any  Calculation  Period for the Series  1998A  Bonds
means the lesser of (i) the  Maximum  Rate,  or (ii) the rate of  interest as to
which notice is given to the Trustee by the Remarketing  Agent having due regard
for prevailing financial market conditions,  on or before the Determination Date
for each  Calculation  Period for the Series  1998A Bonds as the minimum rate of
interest which, in the opinion of the Remarketing  Agent,  would be necessary to
sell the Series  1998A  Bonds on the first day of such  Calculation  Period in a
secondary market sale at the principal amount thereof,  plus, if such sale would
not be on an Interest  Payment  Date,  accrued  interest.  If for any reason the
interest rate cannot be so established or is held to be invalid or unenforceable
by a court of competent  jurisdiction for any Calculation  Period,  the interest
rate  applicable to the  Calculation  Period shall be equal to the lesser of (i)
the Maximum Rate or (ii) the Interest Rate Index  applicable to the Series 1998A
Bonds for the Calculation Period.

      "Interest  Rate Index" means the interest  rate index equal to 120% of the
average of the yield  evaluations at par, as computed by the Remarketing  Agent,
of United States Treasury obligations having the term to maturity closest to the
Calculation   Period  (without  regard  to  any  potential  Interest  Rate  Mode
Conversion Dates in the Calculation Period);  provided that for each Calculation
Period for the Weekly  Mode or the  Monthly  Mode such  United  States  Treasury
obligations shall have a term to maturity of 13 weeks.

      "Interest  Rate Mode"  means the  interest  rate mode from time to time in
effect for the Series  1998A Bonds,  which may be the Weekly  Mode,  the Monthly
Mode, the Semiannual Mode, the Annual Mode or any Multiyear Mode.

      "Letter of Credit Provider" means initially  Commerce Bank,  N.A.,  Kansas
City,  Missouri,  or the issuer of any  Substitute  Letter of Credit,  and their
respective successors and assigns.

      "Maximum Rate" means 12% per annum;  provided that the Maximum Rate may be
increased or decreased to a new Maximum Rate specified in a written request made
by the Lessee if the  following  are delivered to the Trustee at least five days
prior to the effective date of such new Maximum Rate:

           (i) such written  request,  which shall  specify the new Maximum Rate
      and the date on which it is to become effective;


                                     A-1(4)
<PAGE>


           (ii) a  resolution  or  ordinance  of the  Issuer  approving  the new
      Maximum Rate and the date on which it shall become effective;

           (iii)an  opinion of Bond  Counsel to the effect that  increasing,  or
      decreasing  the Maximum  Rate to the new Maximum  Rate is  authorized  and
      permitted under the Indenture and the Act; and

           (iv) a Substitute Letter of Credit satisfying the requirements of the
      Lease Agreement at the new Maximum Rate.

The Maximum  Rate shall not be increased at any time that the Series 1998A Bonds
are  deemed  to be paid  pursuant  to the  Indenture,  if,  as a result  of such
increase,  the  requirements  specified in the  Indenture  for such Series 1998A
Bonds would no longer be met; and  provided  further that the Maximum Rate shall
in no event exceed the maximum rate of interest permitted by applicable law.

      "Principal  Office"  means  the  principal  office  of  the  Tender  Agent
designated in writing to the Trustee pursuant to the Indenture. Principal office
of the Tender Agent shall mean  initially the office of the Tender Agent located
at 105 N. Main Street, Corporate Trust Department, Wichita, Kansas 67202.

      "Purchase  Date" means the date on which a Series 1998A Bond  tendered for
purchase as described herein and in the Indenture will be purchased as specified
in the applicable  Bondowner  Election  Notice,  which Purchase Date,  while the
Series 1998A Bonds are in the Weekly Mode,  shall be any Business Day  occurring
at least seven days after the applicable  Bondowner  Election Notice is received
by the Tender Agent and,  while the Series 1998A Bonds are in any other Interest
Rate Mode,  shall be the first day of any Calculation  Period occurring at least
12 days after the applicable Bondowner Election Notice is received by the Tender
Agent.

      "Record Date" means,  with respect to any Interest  Payment Date while the
Series 1998A Bonds are in the Weekly Mode or the Monthly Mode,  5:00 p.m. Kansas
City,  Missouri  time on the Business Day  immediately  preceding  such Interest
Payment Date and,  with  respect to any  Interest  Payment Date while the Series
1998A Bonds are in any other Interest Rate Mode, 5:00 p.m. Kansas City, Missouri
time on the fifteenth day (whether or not a Business Day) of the calendar  month
immediately preceding such Interest Payment Date.

      "Substitute  Letter of Credit  Date" means any date on which a  Substitute
Letter of Credit becomes effective.

      "Tender  Agent" means the Trustee or any other  tender agent  appointed as
such by the Lessee and approved by the Letter of Credit  Provider in  accordance
with the Indenture, and their respective successors and assigns.


                                     A-1(5)
<PAGE>


                           INTEREST RATE PROVISIONS

      This Series 1998A Bond shall bear interest at the Interest Rate applicable
to the Calculation  Period at the time in effect for the Series 1998A Bonds. Not
more  than 30 nor less  than 20 days  prior to each  Determination  Date for the
Series 1998A Bonds that immediately  precedes a Calculation  Period during which
the Series 1998A Bonds are to be in the Semiannual  Mode, the Annual Mode or any
Multiyear  Mode,  the Trustee  shall send to each Owner of Series  1998A Bonds a
Notice of Interest  Rate  Adjustment.  Such Notice of Interest  Rate  Adjustment
shall  establish a minimum  rate of interest the Series 1998A Bonds are to bear.
Promptly after each  Determination  Date for the Series 1998A Bonds, the Trustee
shall send a written  notice to each Owner of Series  1998A  Bonds  stating  the
Interest  Rate for the Series  1998A  Bonds.  In the event any Series 1998A Bond
tendered  for  purchase or deemed to be  purchased  pursuant  to the  provisions
hereof and as set forth in the  Indenture is not  purchased on any Purchase Date
or  Interest  Rate Mode  Conversion  Date,  such  Series  1998A Bonds shall bear
interest  at the  Interest  Rate in effect  on the first day of the most  recent
Calculation  Period  immediately  preceding  such Purchase Date or Interest Rate
Mode Conversion Date.

      The Interest  Rate Mode for the Series  1998A Bonds may be converted  from
time to time at the option of the Lessee, with the written consent of the Letter
of Credit  Provider,  to another  Interest  Rate Mode on such date (an "Interest
Rate Mode  Conversion  Date") as the Lessee shall select,  which date must be an
Interest  Payment Date on which the Series 1998A Bonds are subject to redemption
pursuant  to the  terms  of  the  Optional  Redemption  provisions  hereof  at a
redemption price equal to the principal amount thereof,  plus accrued  interest,
without  premium.  Upon any  exercise of such option by the Lessee,  the Trustee
shall send a Notice of  Interest  Rate Mode  Conversion  to each Owner of Series
1998A  Bonds,  and, in the event of a  conversion  to a Weekly Mode or a Monthly
Mode from any other Interest Rate Mode, a Bondowner Election Notice.

                             REDEMPTION PROVISIONS

      The Series  1998A Bonds are subject to  redemption  prior to their  stated
maturity as follows:

      Series  1998A Bonds may not be redeemed  during the period  after a Record
Date and prior to the  related  Interest  Payment  Date and,  to the extent that
Series 1998A Bonds would otherwise be redeemed during such period, they shall be
redeemed  on such Record  Date.  To the extent  that the  redemption  provisions
hereof  include  the phrase "at any time,"  such phrase  shall be  construed  to
include such exception.  In the event of any redemption of Series 1998A Bonds on
any date other than an Interest  Payment Date,  accrued  interest on said Series
1998A  Bonds to the  redemption  date shall be paid  along  with the  applicable
redemption  price  described  herein.  In the event of any  redemption of Series
1998A Bonds on an Interest  Payment Date, such accrued interest shall be paid as
set forth herein.

      Optional Redemption.

      Weekly Mode or Monthly  Mode.  The Series  1998A Bonds while in the Weekly
Mode or the Monthly Mode are subject to redemption by the Issuer,  at the option
of and upon  written  instructions  from the Lessee  given to the Issuer and the
Trustee,  with the written consent of the Letter of Credit Provider,  unless the
Lessee has deposited with the Trustee at least 30 days prior to the date set for
redemption,  sufficient Available Moneys to effect such redemption in which case
the consent of the Letter of Credit


                                     A-1(6)
<PAGE>


Provider  shall not be required,  in whole or in part on any Business Day at the
principal amount thereof, plus accrued interest, if any, to the redemption date,
without premium.

      Semiannual  Mode or Annual  Mode.  The  Series  1998A  Bonds  while in the
Semiannual  Mode or the Annual Mode are subject to redemption by the Issuer,  at
the option of and upon written  instructions  from the Lessee,  with the written
consent of the Letter of Credit  Provider,  unless the Lessee has deposited with
the Trustee sufficient  Available Moneys to effect such redemption in which case
the consent of the Letter of Credit Provider shall not be required,  in whole or
in part on the  first day of any  Calculation  Period  at the  principal  amount
thereof, without premium.

      Multiyear  Mode.  The Series 1998A Bonds while in a Multiyear Mode are not
subject  to  redemption  by  the  Issuer  at the  option  of  and  upon  written
instructions from the Lessee.

      Redemption in Event of  Condemnation,  Deficiency of Title,  Fire or Other
Casualty, or Change in Law or Circumstances.  The Series 1998A Bonds are subject
to redemption by the Issuer, at the option of and upon written instructions from
the Lessee with the prior written consent of the Letter of Credit  Provider,  as
provided  in the  Lease  Agreement,  (i) in whole or in part,  at the  principal
amount  thereof,  without  premium,  at  any  time  upon  the  occurrence  of  a
"condemnation,"  "loss of  title"  or  "casualty  loss" to the  extent  of funds
provided  therefor,  or (ii) in whole, at the principal amount thereof,  without
premium, at any time in the event that, due to "condemnation,"  "loss of title,"
"casualty  loss," or as a result of changes in any state or federal  law,  or an
act of a federal agency,  or by reason of any action instituted in any court, or
the Lease  Agreement  shall  become  void or  unenforceable,  or  impossible  of
performance  without  unreasonable delay, or in any other way, by reason of such
change of  circumstances,  unreasonable  burdens or  excessive  liabilities  are
imposed on the Lessee or the Issuer.

      Redemption upon Expiration of Letter of Credit. The Series 1998A Bonds are
subject to  mandatory  redemption  by the Issuer in whole  (except to the extent
purchased in lieu of redemption as provided below) on the Interest  Payment Date
immediately  preceding  the  expiration  date of the  Letter  of  Credit  at the
principal  amount  thereof,  without  premium,  if the Lessee fails to provide a
Substitute  Letter of  Credit in  accordance  with the  provisions  of the Lease
Agreement to the Trustee or obtain a renewal or amendment which extends the term
of the Letter of Credit on or before the 46th day prior to the Interest  Payment
Date which precedes such expiration date.

      Redemption Upon a Default Under the Letter of Credit  Provider  Documents.
The Series 1998A Bonds shall be subject to mandatory redemption by the Issuer in
whole  (except to the extent  purchased in lieu of redemption as provided in the
paragraph  below)  as soon as  practicable  (but in no event  later  than  seven
calendar  days)  after (i) the Trustee  has  received a written  notice from the
Letter of Credit  Provider  stating that an Event of Default has occurred  under
the  Letter of Credit  Provider  Documents  and that the  Letter of Credit  will
expire  pursuant  to the terms of such  written  notice or (ii) the  Trustee has
received a written  notice from the Letter of Credit  Provider  stating that the
interest  portion of the  Letter of Credit  will not be  reinstated.  The Series
1998A  Bonds  redeemed  pursuant  to this  paragraph  shall be  redeemed  at the
principal amount thereof, without premium

      Purchase  of  Series  1998A  Bonds in Lieu of  Certain  Redemptions.  The
Series  1998A  Bonds,  upon being  called for  redemption  pursuant to Optional
Redemption,  Redemption  Upon Expiration of Letter of Credit or Redemption Upon
a Default Under the Letter of Credit Provider Documents above, may be


                                     A-1(7)
<PAGE>


purchased, in lieu of redemption,  in whole but not in part by the Lessee or its
designee or the Letter of Credit Provider or its designee in accordance with the
terms of the  Indenture.  Any Series  1998A Bond to be purchased in lieu of such
redemption  that is not presented to the Trustee on or before the date scheduled
for redemption shall become an Undelivered Bond and shall be deemed to have been
purchased on such date. The purchase price of any Undelivered  Bond described in
this paragraph  shall be paid by the Trustee when it is surrendered  for payment
at the  principal  corporate  trust  office  of the  Trustee.  The Owner of such
Undelivered  Bond shall not be entitled to receive any further  interest thereon
and shall have no  further  rights  under the  Indenture  except to receive  the
purchase price deposited with the Trustee,  without interest thereon,  upon such
surrender.  Promptly,  and in no event more than seven  Business  Days after any
date scheduled for redemption pursuant to Optional  Redemption,  Redemption Upon
Expiration of Letter of Credit or Redemption  Upon a Default Under the Letter of
Credit Provider  Documents  above, the Trustee shall give notice by mail to each
Owner of an Undelivered  Bond deemed to be purchased on such date,  which notice
shall state that interest on such Undelivered Bond ceased to accrue on such date
and that moneys  representing  the purchase price of such  Undelivered  Bond are
available against surrender thereof as aforesaid.

      Redemption  from Moneys  Remaining in the Project Funds.  At the option of
and upon written  instructions from the Lessee,  with the written consent of the
Letter of Credit  Provider,  the Series 1998A Bonds are subject to redemption in
part by the Issuer, at the principal amount thereof,  without premium,  from any
moneys  remaining in the Project Funds upon completion of the Project.  The date
for such  redemption  shall be the next  succeeding  date upon  which any Series
1998A Bonds may be redeemed and for which the required  redemption notice may be
given following completion of the Project and payment of the Project Costs.

      Mandatory Sinking Fund Redemption.  The Series 1998A Bonds will be subject
to mandatory  redemption and payment prior to their stated maturity on September
1 of each year, at 100% of the principal  amount thereof,  plus accrued interest
to the redemption  date,  without  premium,  in accordance with the terms of the
Indenture.

      Selection of Series 1998A Bonds to be Redeemed.  Series 1998A Bonds in the
Weekly Mode or the Monthly  Mode shall be  redeemed in the  principal  amount of
$100,000 or any  integral  multiple of $5,000 in excess  thereof.  Series  1998A
Bonds in any other Interest Rate Mode shall be redeemed in the principal  amount
of $5,000  or any  integral  multiple  thereof.  The  Series  1998A  Bonds to be
redeemed  shall be  selected  by the  Trustee  first  from  Series  1998A  Bonds
registered  in the name of or for the  account of or pledged as  security to the
Letter of Credit  Provider,  next from all other  Series 1998A Bonds (other than
Series  1998A Bonds  registered  in the name of or for the account of the Lessee
other  than  Series  1998A  Bonds  pledged as  security  to the Letter of Credit
Provider),  and then,  from Series 1998A Bonds  registered in the name of or for
the account of the Lessee.

      Except for the order set forth  above,  selection of Series 1998A Bonds or
portions of Series  1998A  Bonds to be  redeemed  shall be by such method as the
Trustee shall deem equitable,  provided that for this purpose Series 1998A Bonds
of a denomination  larger than the minimum  authorized  denomination or integral
multiples  thereof  shall  be  treated  on the same  basis  as if they  were the
appropriate   number  of  Series   1998A  Bonds  of  such   minimum   authorized
denomination. The portions of the principal of outstanding Series 1998A Bonds so
selected  for  partial  redemption  shall be equal  to such  minimum  authorized
denomination or integral multiples thereof. Any Series 1998A Bond which is to be
redeemed


                                     A-1(8)
<PAGE>


only in part shall be submitted to the Paying Agent and delivered to the Trustee
who shall  authenticate  and  deliver to the Owner of such  Series  1998A  Bond,
without  service  charge,  a new Series 1998A Bond or Series 1998A Bonds, of any
authorized  denomination  as requested  by such Owner in an aggregate  principal
amount equal to and in exchange for the  unredeemed  portion of the principal of
the Series  1998A Bonds so  surrendered.  If the Owner of any such Series  1998A
Bond of a denomination greater than the minimum authorized denomination for such
Series  1998A Bond fails to present  such Series  1998A Bond to the Paying Agent
for  payment  and  exchange  as   aforesaid,   such  Series  1998A  Bond  shall,
nevertheless, become due and payable on the redemption date to the extent of the
principal  amount of such Series 1998A Bond called for  redemption  (and to that
extent only).

      Notice of  Redemption.  Whenever the Trustee  shall call any of the Series
1998A Bonds for  redemption the Trustee shall give written notice in the name of
the Issuer of its  intention  to redeem and pay such Series 1998A Bonds by first
class mail, postage prepaid,  mailed not more than 45 nor less than 30 days (not
more than 7 days nor less than 5 days in the case of a Redemption Upon a Default
Under the Letter of Credit Provider  Documents) prior to the redemption date, to
each  Owner  of  Series  1998A  Bonds to be  redeemed  at such  Owner's  address
appearing on the Bond Register. From and after such redemption date, interest on
such Series 1998A Bond shall cease to accrue and such Series 1998A Bond shall no
longer be  outstanding  and shall have no  further  rights  under the  Indenture
except to receive the principal  amount thereof,  plus accrued  interest to such
date,  regardless  of whether such Series 1998A Bond is presented to the Trustee
on such date. Neither the failure of the Owner of any Series 1998A Bond to be so
redeemed to receive  written notice mailed as herein  provided nor any defect in
any such notice shall affect or invalidate  the  redemption of said Series 1998A
Bond.

              PURCHASE OF SERIES 1998A BONDS AT BONDOWNER OPTION

      Series 1998A Bonds shall be purchased  pursuant to the procedure set forth
herein  and in the  Indenture,  but  solely  from the  sources  set forth in the
Indenture, at the option of the Owner thereof, on the Purchase Date specified by
such Owner as  described  below at the  purchase  price  equal to the  principal
amount  thereof plus,  if such  Purchase  Date is not an Interest  Payment Date,
accrued  interest to the Purchase  Date.  Except as provided in the  immediately
following sentence,  in order to exercise such option with respect to any Series
1998A Bond,  the Owner of such Series 1998A Bond must (a) while the Series 1998A
Bonds are in the Weekly Mode or the Monthly Mode, deliver to the Tender Agent at
its Principal  Office an irrevocable  Bondowner  Election Notice in the form set
forth in the Indenture,  which Bondowner Election Notice must be received by the
Tender  Agent at least seven days prior to the Purchase  Date  specified in such
Bondowner Election Notice and (b) must be accompanied by such Series 1998A Bond,
duly  endorsed  in blank for  transfer,  with all  signatures  guaranteed  by an
Eligible  Guarantor.  If a Registered Owner delivers a Bondowner Election Notice
with  respect  to any  Series  1998A  Bond and  such  Series  1998A  Bond is not
delivered to the Tender Agent by 11:00 a.m., Kansas City,  Missouri time, on the
date it is to be purchased in accordance  with the Indenture,  such Series 1998A
Bond shall become an Undelivered Bond and shall be deemed to have been purchased
on such date and shall cease to bear interest on such date.


               PURCHASE ON INTEREST RATE MODE CONVERSION DATE OR
                       SUBSTITUTE LETTER OF CREDIT DATE


                                     A-1(9)
<PAGE>



      The Series 1998A Bonds shall be subject to  mandatory  tender and purchase
on any Interest Rate Mode Conversion Date or on any Substitute  Letter of Credit
Date.  Such Series 1998A Bonds shall be  purchased at a purchase  price equal to
the  principal  amount  thereof  plus,  if such purchase date is not an Interest
Payment Date, accrued interest to such purchase date;  provided that there shall
not be so  purchased  any Series  1998A Bond or portion  thereof with respect to
which the Trustee  shall have  received  directions  not to so purchase the same
from the Owner  thereof  in  accordance  with the  provisions  herein and in the
Indenture.

      At least 35 days  prior  to any  Interest  Rate  Mode  Conversion  Date or
Substitute  Letter of Credit Date,  the Trustee  shall send to the Owner of each
Series  1998A  Bond a Notice  of  Interest  Rate  Mode  Conversion  or Notice of
Substitute Letter of Credit, as appropriate. In addition, the Trustee shall send
a copy of such  notice to any Owner of each  Series  1998A  Bond who  becomes an
Owner of each  Series  1998A Bond  during the period  between the giving of such
notice and the Interest Rate Mode Conversion Date or Substitute Letter of Credit
Date,  as the case may be,  such  notice to be sent at the time that the Trustee
makes a  registration  of transfer of such Series 1998A Bond in the name of such
Owner;  provided that, if the Trustee has previously received during such period
directions not to so purchase the same,  such  directions  shall be binding upon
such new Owner.

      The Owner of any Series  1998A Bond as to which a Notice of Interest  Rate
Mode  Conversion has been given and of a denomination  not less than the minimum
authorized  denomination  to be  effective  for such  Series  1998A  Bond on the
Interest Rate Mode Conversion Date stated in said notice, or of any Series 1998A
Bond as to which a Notice of  Substitute  Letter of Credit has been  given,  may
direct that all or any portion of such Series 1998A Bond (which portion shall be
in a principal  amount equal to the minimum  authorized  denomination  of Series
1998A Bonds on the Interest Rate Mode Conversion  Date or the Substitute  Letter
of Credit  Date,  as the case may be, or any integral  multiple  thereof) not be
purchased by delivering to the Trustee at its principal  corporate  trust office
at least 12 calendar days prior to the relevant  Interest  Rate Mode  Conversion
Date or  Substitute  Letter of Credit Date the portion of the Notice of Interest
Rate Mode Conversion or the Notice of Substitute  Letter of Credit,  as the case
may be, entitled "Bondowner Direction Not to Purchase." Any Series 1998A Bond or
portion  thereof  with  respect  to  which a valid  Bondowner  Direction  Not to
Purchase has been delivered in accordance with the provisions  hereof and of the
Indenture  shall not be purchased on such Interest Rate Mode  Conversion Date or
Substitute  Letter of Credit  Date.  Any  Bondowner  Direction  Not to  Purchase
delivered to the Trustee shall be  irrevocable  with respect to the purchase for
which such instrument was delivered and shall be binding upon subsequent  Owners
of the Series 1998A Bond with respect to which such  instrument  was  delivered,
including   Series  1998A  Bonds  issued  in  exchange   therefor  or  upon  the
registration of transfer thereof.

      The Owner of any Series 1998A Bond or portion thereof  purchased  pursuant
to this  section is required to  surrender  such Series  1998A Bond on or before
9:00 a.m.  Kansas City,  Missouri time, on the date it is to be purchased at the
Principal  Office  of the  Tender  Agent,  duly  endorsed  in  blank,  with  all
signatures  guaranteed by an Eligible  Guarantor  and, if not so  surrendered by
such time, such Series 1998A Bond or portion thereof shall become an Undelivered
Bond and  shall be  deemed to have been  purchased  on such  Interest  Rate Mode
Conversion Date or Substitute Letter of Credit Date.


                                    A-1(10)
<PAGE>


                                  OTHER PROVISIONS

      THE SERIES  1998A  BONDS ARE  LIMITED  OBLIGATIONS  OF THE ISSUER  PAYABLE
SOLELY FROM REVENUES AND FUNDS PLEDGED  THEREFOR UNDER THE INDENTURE.  NO HOLDER
OF THIS  SERIES  1998A BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE  EXERCISE OF
THE  TAXING  POWER OF THE  ISSUER OR THE STATE OF KANSAS  (THE  "STATE")  OR ANY
POLITICAL  SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF THIS SERIES 1998A BOND OR
THE INTEREST  HEREON OR ANY OTHER COST INCIDENT  HERETO,  OR TO ENFORCE  PAYMENT
HEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY POLITICAL  SUBDIVISION  THEREOF.
THE SERIES  1998A  BONDS ARE NOT A GENERAL  OBLIGATION  OF THE  ISSUER,  ARE NOT
PAYABLE IN ANY MANNER FROM TAXATION AND DO NOT  CONSTITUTE A PLEDGE OF THE FAITH
AND CREDIT OF THE  ISSUER.  THE  ISSUANCE  OF THE SERIES  1998A  BONDS WILL NOT,
DIRECTLY,  INDIRECTLY OR  CONTINGENTLY,  OBLIGATE THE ISSUER TO LEVY ANY FORM OF
TAXATION  THEREFOR OR TO MAKE ANY  APPROPRIATION  FOR THEIR PAYMENT.  THE ISSUER
WILL NOT IN ANY EVENT BE LIABLE FOR THE  PAYMENT OF THE  PRINCIPAL  OR  PURCHASE
PRICE OF,  PREMIUM,  IF ANY, OR  INTEREST  ON THE SERIES  1998A BONDS OR FOR THE
PERFORMANCE OF ANY PLEDGE,  OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER WHICH
MAY BE  UNDERTAKEN  BY THE  ISSUER,  EXCEPT OUT OF THE  PAYMENTS  DERIVED BY THE
ISSUER UNDER THE LEASE  AGREEMENT AND THE INDENTURE.  NO BREACH BY THE ISSUER OF
ANY SUCH PLEDGE, OBLIGATION OR AGREEMENT MAY IMPOSE ANY LIABILITY,  PECUNIARY OR
OTHERWISE,  UPON THE ISSUER OR ANY CHARGE UPON ITS GENERAL CREDIT OR AGAINST ITS
TAXING POWER.

      NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM OR
INTEREST ON THIS SERIES 1998A BOND AGAINST ANY PAST,  PRESENT OR FUTURE OFFICER,
MEMBER,  EMPLOYEE OR AGENT OF THE ISSUER,  OR OF ANY SUCCESSOR TO THE ISSUER, AS
SUCH,  EITHER  DIRECTLY  OR THROUGH THE ISSUER OR ANY  SUCCESSOR  TO THE ISSUER,
UNDER ANY RULE OF LAW OR EQUITY,  STATUTE OR  CONSTITUTION OR BY THE ENFORCEMENT
OF ANY  ASSESSMENT OR PENALTY OR OTHERWISE,  AND ALL SUCH  LIABILITY OF ANY SUCH
OFFICERS,  MEMBERS, EMPLOYEES OR AGENTS, AS SUCH, IS HEREBY EXPRESSLY WAIVED AND
RELEASED AS A CONDITION OF, AND CONSIDERATION FOR, THE EXECUTION AND ISSUANCE OF
THIS SERIES 1998A BOND.

      The Owner of this  Series  1998A Bond  shall have no right to enforce  the
provisions  of the  Indenture  or to institute  action to enforce the  covenants
therein,  or to take any action with  respect to any Event of Default  under the
Indenture,  or to institute,  appear in or defend any suit or other  proceedings
with respect thereto, except as provided in the Indenture. In certain events, on
the  conditions,  in the manner and with the effect set forth in the  Indenture,
the  principal of all the Series 1998A Bonds issued under the Indenture and then
outstanding  may become or may be  declared  due and  payable  before the stated
maturity  thereof,  together with interest  accrued  thereon.  Modifications  or
alterations  of this Series 1998A Bond or the  Indenture may be made only to the
extent and in the circumstances permitted by the Indenture.

      THIS SERIES 1998A BOND is transferable, as provided in the Indenture, only
upon  the  registration  books  of the  Issuer  kept  for  that  purpose  at the
above-mentioned office of the Trustee as "Bond


                                    A-1(11)
<PAGE>


Registrar"  by the  registered  Owner  hereof in person or by such  Owner's duly
authorized attorney or representative,  upon surrender of this Series 1998A Bond
together with a written instrument of transfer  satisfactory to the Trustee duly
executed by the registered Owner or such Owner's duly authorized  attorney,  and
thereupon a new Series 1998A Bond or Series 1998A Bonds,  in the same  aggregate
principal  amount,  shall be issued to the  transferee  in exchange  therefor as
provided in the Indenture,  and upon payment of the charges therein  prescribed;
provided,  however,  if this Series 1998A Bond is an Undelivered  Bond as herein
defined,  this Series  1998A Bond may be  transferred  upon being deemed to have
been  purchased as set forth herein and in the Indenture.  The Issuer,  the Bond
Registrar,  the Paying Agent, the Lessee,  the Letter of Credit Provider and the
Trustee  may deem and treat the person in whose name this  Series  1998A Bond is
registered on the Bond Register as the absolute  Owner hereof for the purpose of
receiving payment of, or on account of, the principal or redemption price hereof
and interest due hereon and for all other purposes.

      THE SERIES 1998A BONDS are issuable only as fully registered bonds without
coupons in the  denomination of $100,000 or any integral  multiple thereof while
the Series  1998A Bonds are in the Weekly Mode or the Monthly  Mode (except that
Series  1998A  Bonds  in the  Weekly  Mode or  Monthly  Mode  may be  issued  in
denominations  of $5,000 as a result of any mandatory  sinking fund  redemption)
and in the  denomination  of $5,000 or any integral  multiple  thereof while the
Series 1998A Bonds are in any other  Interest Rate Mode. The Owner of any Series
1998A Bonds may surrender the same at the above-mentioned  office of the Trustee
in exchange for an equal aggregate principal amount of Series 1998A Bonds of any
of the authorized  denominations,  in the manner,  subject to the conditions and
upon the  payment of the  charges  provided in the  Indenture.  In like  manner,
subject to such  conditions  and upon the payment of such charges,  the Owner of
any Series 1998A Bond or Series  1998A Bonds may  surrender  the same  (together
with a written instrument of transfer  satisfactory to the Trustee duly executed
by the registered Owner or such registered  Owner's duly authorized  attorney or
representative)  in exchange for an equal aggregate  principal  amount of Series
1998A Bonds of any other authorized denominations.

      THE INDENTURE may be modified,  amended or supplemented only to the extent
and in the  circumstances  permitted by, and subject to the terms and conditions
of, the Indenture.

      THIS  SERIES  1998A BOND shall not be valid or become  obligatory  for any
purpose or be entitled to any security or benefit under the Indenture  until the
Certificate of Authentication hereon has been executed by the Trustee.

      IT IS HEREBY  CERTIFIED AND DECLARED that all acts,  conditions and things
required to exist, happen and be performed precedent to and in the execution and
delivery of the  Indenture  and the issuance of this Series 1998A Bond do exist,
have happened and have been  performed in due time,  form and manner as required
by law.

      IN WITNESS  WHEREOF,  the City of Lenexa,  Kansas has caused  this  Series
1998A Bond to be executed  with the  facsimile or manual  signature of its Mayor
and attested by facsimile or manual  signature of its City Clerk, and has caused
this Series 1998A Bond to be dated as of the Dated Date shown above.


                                    A-1(12)
<PAGE>



                               CITY OF LENEXA, KANSAS

Attest:
                               By-------------------------- 
                                    Mayor
By--------------------    
      City Clerk







                    CERTIFICATE OF AUTHENTICATION

      This Series 1998A Bond is one of the Series  1998A Bonds  described in the
within mentioned Indenture.

Date of Authentication: ________________

                      INTRUST Bank, N.A., as Bond Registrar



                                   By---------------------------
                                   Authorized Signature



                                    A-1(13)
<PAGE>




                                  ASSIGNMENT


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

--------------------------------------------------------------------------------
            Print or Type Name, Address and Social Security Number
             or other Taxpayer Identification Number of Transferee

the within Series 1998A Bond and all rights  thereunder,  and hereby irrevocably
constitutes  and  appoints  _________________________  attorney to transfer  the
within  Series 1998A Bond on the books kept by the Trustee for the  registration
and  transfer of Series  1998A  Bonds,  with full power of  substitution  in the
premises.

Dated _______________               ____________________________________
                                    NOTICE:  The  signature to this  assignment
                                    must   correspond   with  the  name  as  it
                                    appears   upon  the  face  of  the   within
                                    Series 1998A Bond in every particular.

                                    Signature Guaranteed By:



[Seal of Bank]                      ____________________________________
                                    (Name of  Eligible  Guarantor  Institution,
                                    as defined by SEC Rule 17Ad-15
                                    (17 CFR 240.17Ad-15))



                                    By___________________________________
                                    Title________________________________




                                    A-1(14)
<PAGE>






                                 LEGAL OPINION

      The following is a true and correct copy of the approving legal opinion of
Logan Riley Carson & Kaup, L.C., Bond Counsel,  which was dated and issued as of
the date of original issuance and delivery of such Series 1998A Bonds:




                                    A-1(15)
<PAGE>


                                  EXHIBIT A-2

                         (FORM OF SERIES 1998B BONDS)

THE HOLDER OF THIS BOND BY ITS  ACCEPTANCE  HEREOF AGREES NOT TO OFFER,  SELL OR
OTHERWISE  TRANSFER  SUCH  BOND  EXCEPT  (A) TO THE  ISSUER OR THE  LESSEE,  (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT OF 1933 (THE  "SECURITIES  ACT"),  (C) FOR SO LONG AS THE SERIES
1998 BONDS ARE  ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A UNDER THE  SECURITIES
ACT  ("RULE  144A"),  TO  A  PERSON  IT  REASONABLY  BELIEVES  IS  A  "QUALIFIED
INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT  THE  TRANSFER  IS  BEING  MADE  IN  RELIANCE  ON  RULE  144A,  (D)  TO  AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (a) (1),
(2),  (3) OR (7) OF RULE 501  UNDER THE  SECURITIES  ACT THAT IS  ACQUIRING  THE
SECURITY FOR ITS OWN ACCOUNT FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE LESSEE'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATIONS  OR
OTHER  INFORMATION  SATISFACTORY  TO  EACH  OF  THEM,  AND  (ii)  IN EACH OF THE
FOREGOING  CASES  (CLAUSES (A) THROUGH (E)),  TO REQUIRE THAT A  CERTIFICATE  OF
TRANSFER  IN FORM AND  SUBSTANCE  ACCEPTABLE  TO THE LESSEE  AND THE  TRUSTEE TO
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE LESSEE.

R-__                                                 $_____________


                           UNITED STATES OF AMERICA
                                STATE OF KANSAS
                            CITY OF LENEXA, KANSAS
                  TAXABLE SUBORDINATE INDUSTRIAL REVENUE BOND
                            (LABONE, INC. PROJECT)
                                 SERIES 1998B

---------------------------------------------------------------
    Rate of      Maturity Date:   Dated Date:     CUSIP No.
   Interest:
---------------------------------------------------------------
---------------------------------------------------------------
     7.125%     September 1, 2009
---------------------------------------------------------------
---------------------------------------------------------------
                                 ------ --,19___
---------------------------------------------------------------

Registered Owner:

Principal Amount:  __________________________________DOLLARS


                                     A-2(1)
<PAGE>


      The CITY OF LENEXA, KANSAS, a municipal corporation of the State of Kansas
(the "Issuer"),  for value  received,  hereby promises to pay, solely out of the
revenues  hereinafter  specified,  to the Registered Owner identified  above, or
registered  assigns,  the Principal Amount identified above on the Maturity Date
set forth above, except as the provisions  hereinafter set forth with respect to
redemption prior to maturity may become  applicable  hereto,  and to pay to such
Registered  Owner hereof  interest on such  principal sum from the Dated Date or
from the most recent  Interest  Payment Date (as  hereinafter  defined) to which
interest has been paid to the Interest  Payment Date at the Rate of Interest set
forth  above.  Interest on this Series 1998B Bond shall be computed on the basis
of a 360-day year of twelve 30-day months,  payable  semiannually on March 1 and
September 1 beginning on March 1, 1999 (the "Interest Payment Dates"), until the
said  principal  sum shall have been paid.  Upon  maturity the principal of this
Series 1998B Bond is payable by check or draft upon  presentation of such Series
1998B  Bond at the  principal  office  of  INTRUST  Bank,  N.A.,  in the City of
Wichita,  Kansas (the  "Trustee" and "Paying  Agent") or at the duly  designated
office of any successor  Trustee or Paying Agent  appointed under the Indenture.
Payment of the  interest on this  Series  1998B Bond shall be made by the Paying
Agent  on each  Interest  Payment  Date to the  Owner  thereof  at the  close of
business  on the  Record  Date (as  hereinafter  defined)  next  preceding  said
Interest  Payment  Date by check or draft  mailed to such  Owner at the  Owner's
address as it appears in the Bond Register or in such other manner as such Owner
and the Paying Agent may  determine or upon written  request by wire transfer of
immediately  available  funds to any Owner  thereof  who owns at least  $500,000
principal amount of the Series 1998B Bonds at such wire transfer address as such
Owner shall specify if such Owner  provides  written  notice to the Paying Agent
not less than 10 days prior to the Record Date for which any such payment is due
requesting such electronic transfer.  Any such written notice shall be signed by
such  Owner  and  shall  include  the  name of the bank  (which  shall be in the
continental United States),  its address,  ABA routing number and account number
to which such Registered Owner wishes to have such transfer directed. The Issuer
or the Trustee may impose a charge against an Owner for the reimbursement of any
governmental  charge  required  to be paid in the event that such Owner fails to
provide a correct taxpayer identification number to the Trustee. Such amount may
be  deducted  by the  Trustee  from  amounts  otherwise  payable  to such  Owner
hereunder.  "Record  Date" means 5:00 p.m.  Kansas  City,  Missouri  time on the
fifteenth day (whether or not a business day) of the calendar month  immediately
preceding such Interest Payment Date.

      THIS SERIES 1998B BOND is one of a duly authorized  series of Bonds of the
Issuer designated "Taxable  Subordinate  Industrial Revenue Bonds (LabOne,  Inc.
Project)  Series 1998B," in the aggregate  principal  amount of $5,000,000  (the
"Series 1998B  Bonds"),  issued for the purpose of financing  the  construction,
improvement  and  equipping  of a  commercial  facility  including  real estate,
buildings,  improvements  and equipment  (the  "Project"),  for LabOne,  Inc., a
Delaware corporation (the "Lessee").  The Project will be acquired by the Issuer
and leased to the Lessee  pursuant to the terms of a Lease Agreement dated as of
September  1,  1998,  between  the  Issuer  and  the  Lessee,  (as  amended  and
supplemented from time to time in accordance with the provisions thereof and the
Indenture,  the "Lease  Agreement"),  all pursuant to and in conformity with the
provisions, restrictions and limitations of the Constitution and statutes of the
State of Kansas,  including particularly K.S.A. 12-1740 et seq., as amended (the
"Act"),  and  pursuant  to  proceedings  duly had by the  governing  body of the
Issuer.

      THIS SERIES 1998B BOND is issued under and is equally and ratably  secured
and entitled to the protection  given by a Trust Indenture dated as of September
1, 1998 (as amended and supplemented from time to time in  accordance  with  the
provisions  thereof,  the  "Indenture"), between  the Issuer and the

                                     A-2(2)
<PAGE>

Trustee.  Subject to the terms and conditions  set forth therein,  the Indenture
permits the Issuer to issue Additional Bonds (as defined therein) secured by the
Indenture  ratably  and on a parity  with or prior to the  Series  1998B  Bonds.
Reference is hereby made to the Indenture for a description  of the  provisions,
among  others,  with  respect to the nature and extent of the  security for this
Series 1998B Bond, the rights, duties and obligations of the Issuer, the Trustee
and the  Registered  Owner of this Series  1998B Bond,  and the terms upon which
this Series 1998B Bond is issued and secured.  The Series 1998B Bonds stand on a
parity with respect to the pledge of revenues  from the Project  provided  under
the  Indenture  and in all other  respects to the Issuer's  Taxable  Subordinate
Revenue Bonds (LabOne,  Inc. Project),  Series 1998C, in the aggregate principal
amount of $8,000,000 (the "Series 1998C Bonds").  The Series 1998B Bonds and the
Series  1998C Bonds are  subordinate  and junior  with  respect to the pledge of
revenues from the Project provided under the Indenture and in all other respects
to the Issuer's Taxable Revenue Bonds (LabOne, Inc., Project),  Series 1998A, in
the aggregate principal amount of $20,000,000 (the "Series 1998A Bonds").

                             REDEMPTION PROVISIONS

      The Series  1998B Bonds are subject to  redemption  prior to their  stated
maturity as follows:

      Series  1998B Bonds may not be redeemed  during the period  after a Record
Date and prior to the  related  Interest  Payment  Date and,  to the extent that
Series 1998B Bonds would otherwise be redeemed during such period, they shall be
redeemed  on such Record  Date.  To the extent  that the  redemption  provisions
hereof  include  the phrase "at any time,"  such phrase  shall be  construed  to
include such exception.  In the event of any redemption of Series 1998B Bonds on
any date other than an Interest  Payment Date,  accrued  interest on said Series
1998B  Bonds to the  redemption  date shall be paid  along  with the  applicable
redemption  price  described  herein.  In the event of any  redemption of Series
1998B Bonds on an Interest  Payment Date, such accrued interest shall be paid as
set forth herein.

      Optional  Redemption.  The Series 1998B Bonds are subject to redemption by
the Issuer, at the option of and upon written instructions from the Lessee, with
the  written  consent  of the  Letter  of Credit  Provider  (as  defined  in the
Indenture)  for the Series 1998A  Bonds,  in whole or in part at any time at the
principal amount thereof, without premium.

      Redemption in Event of  Condemnation,  Deficiency of Title,  Fire or Other
Casualty, or Change in Law or Circumstances.  The Series 1998B Bonds are subject
to redemption by the Issuer, at the option of and upon written instructions from
the Lessee with the prior written consent of the Letter of Credit  Provider,  as
provided  in the  Lease  Agreement,  (i) in whole or in part,  at the  principal
amount  thereof,  without  premium,  at  any  time  upon  the  occurrence  of  a
"condemnation,"  "loss of  title"  or  "casualty  loss" to the  extent  of funds
provided  therefor,  or (ii) in whole, at the principal amount thereof,  without
premium, at any time in the event that, due to "condemnation,"  "loss of title,"
"casualty  loss," or as a result of changes in any state or federal  law,  or an
act of a federal agency,  or by reason of any action instituted in any court, or
the Lease  Agreement  shall  become  void or  unenforceable,  or  impossible  of
performance  without  unreasonable delay, or in any other way, by reason of such
change of  circumstances,  unreasonable  burdens or  excessive  liabilities  are
imposed on the Lessee or the Issuer.


                                     A-2(3)
<PAGE>

      Redemption  from Moneys  Remaining in the Project Funds.  At the option of
and upon written  instructions from the Lessee,  with the written consent of the
Letter of Credit  Provider,  the Series 1998B Bonds are subject to redemption in
part by the Issuer, at the principal amount thereof,  without premium,  from any
Available  Moneys remaining in the Project Funds upon completion of the Project.
The date for such  redemption  shall be the next  succeeding date upon which any
Series 1998B Bonds may be redeemed and for which the required  redemption notice
may be given  following  completion  of the  Project  and payment of the Project
Costs.

      Mandatory Sinking Fund Redemption.  The Series 1998B Bonds will be subject
to mandatory  redemption and payment prior to their stated maturity on September
1 of each year, at 100% of the principal  amount thereof,  plus accrued interest
to the redemption date, without premium, in accordance with the Indenture.

      Selection of Series  1998B Bonds to be Redeemed.  Series 1998B Bonds shall
be redeemed in the principal amount of $5,000 or any integral multiple of $5,000
in excess  thereof;  provided no partial  redemption  shall result in any Series
1998B Bond  remaining  Outstanding  in a principal  amount  less than  $100,000.
Series 1998B Bonds shall be  redeemed(by  such method as the Trustee  shall deem
equitable,  provided that for this purpose  Series 1998B Bonds of a denomination
larger than the minimum  authorized  denomination or integral  multiples thereof
shall be  treated on the same  basis as if they were the  appropriate  number of
Series 1998B Bonds of such minimum authorized denomination.  The portions of the
principal of outstanding  Series 1998B Bonds so selected for partial  redemption
shall be equal to such minimum  authorized  denomination  or integral  multiples
thereof.  Any Series  1998B Bond which is to be  redeemed  only in part shall be
submitted  to  the  Paying  Agent  and   delivered  to  the  Trustee  who  shall
authenticate and deliver to the Owner of such Series 1998B Bond, without service
charge,  a new  Series  1998B  Bond or Series  1998B  Bonds,  of any  authorized
denomination as requested by such Owner in an aggregate  principal  amount equal
to and in exchange  for the  unredeemed  portion of the  principal of the Series
1998B  Bonds so  surrendered.  If the Owner of any such  Series  1998B Bond of a
denomination  greater than the minimum  authorized  denomination for such Series
1998B Bond  fails to  present  such  Series  1998B Bond to the Paying  Agent for
payment and exchange as aforesaid,  such Series 1998B Bond shall,  nevertheless,
become due and  payable on the  redemption  date to the extent of the  principal
amount of such  Series  1998B Bond  called for  redemption  (and to that  extent
only).

      Notice of  Redemption.  Whenever the Trustee  shall call any of the Series
1998B Bonds for  redemption the Trustee shall give written notice in the name of
the Issuer of its  intention  to redeem and pay such Series 1998B Bonds by first
class mail, postage prepaid, mailed not more than 45 nor less than 30 days prior
to the  redemption  date,  to each Owner of Series 1998B Bonds to be redeemed at
such  Owner's  address  appearing  on the Bond  Register.  From and  after  such
redemption  date,  interest on such Series  1998B Bond shall cease to accrue and
such Series 1998B Bond shall no longer be outstanding  and shall have no further
rights under the Indenture except to receive the principal amount thereof,  plus
accrued  interest to such date,  regardless of whether such Series 1998B Bond is
presented  to the Trustee on such date.  Neither the failure of the Owner of any
Series 1998B Bond to be so redeemed to receive  written  notice mailed as herein
provided  nor any  defect in any such  notice  shall  affect or  invalidate  the
redemption of said Series 1998B Bond.


                                     A-2(4)
<PAGE>


                               OTHER PROVISIONS

      THE SERIES  1998B  BONDS ARE  LIMITED  OBLIGATIONS  OF THE ISSUER  PAYABLE
SOLELY FROM REVENUES AND FUNDS PLEDGED  THEREFOR UNDER THE INDENTURE.  NO HOLDER
OF THIS  SERIES  1998B BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE  EXERCISE OF
THE  TAXING  POWER OF THE  ISSUER OR THE STATE OF KANSAS  (THE  "STATE")  OR ANY
POLITICAL  SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF THIS SERIES 1998B BOND OR
THE INTEREST  HEREON OR ANY OTHER COST INCIDENT  HERETO,  OR TO ENFORCE  PAYMENT
HEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY POLITICAL  SUBDIVISION  THEREOF.
THE SERIES  1998B  BONDS ARE NOT A GENERAL  OBLIGATION  OF THE  ISSUER,  ARE NOT
PAYABLE IN ANY MANNER FROM TAXATION AND DO NOT  CONSTITUTE A PLEDGE OF THE FAITH
AND CREDIT OF THE  ISSUER.  THE  ISSUANCE  OF THE SERIES  1998B  BONDS WILL NOT,
DIRECTLY,  INDIRECTLY OR  CONTINGENTLY,  OBLIGATE THE ISSUER TO LEVY ANY FORM OF
TAXATION  THEREFOR OR TO MAKE ANY  APPROPRIATION  FOR THEIR PAYMENT.  THE ISSUER
WILL NOT IN ANY EVENT BE LIABLE FOR THE  PAYMENT OF THE  PRINCIPAL  OR  PURCHASE
PRICE OF,  PREMIUM,  IF ANY, OR  INTEREST  ON THE SERIES  1998B BONDS OR FOR THE
PERFORMANCE OF ANY PLEDGE,  OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER WHICH
MAY BE  UNDERTAKEN  BY THE  ISSUER,  EXCEPT OUT OF THE  PAYMENTS  DERIVED BY THE
ISSUER UNDER THE LEASE  AGREEMENT AND THE INDENTURE.  NO BREACH BY THE ISSUER OF
ANY SUCH PLEDGE, OBLIGATION OR AGREEMENT MAY IMPOSE ANY LIABILITY,  PECUNIARY OR
OTHERWISE,  UPON THE ISSUER OR ANY CHARGE UPON ITS GENERAL CREDIT OR AGAINST ITS
TAXING POWER.

      NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM OR
INTEREST ON THIS SERIES 1998B BOND AGAINST ANY PAST,  PRESENT OR FUTURE OFFICER,
MEMBER,  EMPLOYEE OR AGENT OF THE ISSUER,  OR OF ANY SUCCESSOR TO THE ISSUER, AS
SUCH,  EITHER  DIRECTLY  OR THROUGH THE ISSUER OR ANY  SUCCESSOR  TO THE ISSUER,
UNDER ANY RULE OF LAW OR EQUITY,  STATUTE OR  CONSTITUTION OR BY THE ENFORCEMENT
OF ANY  ASSESSMENT OR PENALTY OR OTHERWISE,  AND ALL SUCH  LIABILITY OF ANY SUCH
OFFICERS,  MEMBERS, EMPLOYEES OR AGENTS, AS SUCH, IS HEREBY EXPRESSLY WAIVED AND
RELEASED AS A CONDITION OF, AND CONSIDERATION FOR, THE EXECUTION AND ISSUANCE OF
THIS SERIES 1998B BOND.

      The Owner of this  Series  1998B Bond  shall have no right to enforce  the
provisions  of the  Indenture  or to institute  action to enforce the  covenants
therein,  or to take any action with  respect to any Event of Default  under the
Indenture,  or to institute,  appear in or defend any suit or other  proceedings
with respect thereto, except as provided in the Indenture. In certain events, on
the  conditions,  in the manner and with the effect set forth in the  Indenture,
the  principal of all the Series 1998B Bonds issued under the Indenture and then
outstanding  may become or may be  declared  due and  payable  before the stated
maturity  thereof,  together with interest  accrued  thereon.  Modifications  or
alterations  of this Series 1998B Bond or the  Indenture may be made only to the
extent and in the circumstances permitted by the Indenture.


                                     A-2(5)
<PAGE>


      THIS SERIES 1998B BOND is transferable, as provided in the Indenture, only
upon  the  registration  books  of the  Issuer  kept  for  that  purpose  at the
above-mentioned  office of the  Trustee as "Bond  Registrar"  by the  registered
Owner  hereof  in  person  or  by  such  Owner's  duly  authorized  attorney  or
representative, upon surrender of this Series 1998B Bond together with a written
instrument  of  transfer  satisfactory  to  the  Trustee  duly  executed  by the
registered Owner or such Owner's duly authorized  attorney,  and thereupon a new
Series 1998B Bond or Series 1998B Bonds, in the same aggregate principal amount,
shall be issued to the  transferee  in  exchange  therefor  as  provided  in the
Indenture,  and upon payment of the charges therein prescribed.  The Issuer, the
Bond Registrar,  the Paying Agent, the Lessee, the Letter of Credit Provider and
the Trustee  may deem and treat the person in whose name this Series  1998B Bond
is registered on the Bond Register as the absolute  Owner hereof for the purpose
of receiving  payment of, or on account of, the  principal or  redemption  price
hereof and interest due hereon and for all other purposes.

      THE SERIES 1998B BONDS are issuable only as fully registered bonds without
coupons in the  denomination  of $100,000 or any integral  multiple of $5,000 in
excess thereof, except that Series 1998B Bonds may be issued in denominations of
$5,000 as a result of any mandatory  sinking fund  redemption . The Owner of any
Series 1998B Bonds may surrender the same at the  above-mentioned  office of the
Trustee in exchange  for an equal  aggregate  principal  amount of Series  1998B
Bonds of any of the  authorized  denominations,  in the  manner,  subject to the
conditions  and upon the payment of the charges  provided in the  Indenture.  In
like manner,  subject to such  conditions  and upon the payment of such charges,
the Owner of any Series 1998B Bond or Series 1998B Bonds may  surrender the same
(together with a written instrument of transfer satisfactory to the Trustee duly
executed by the  registered  Owner or such  registered  Owner's duly  authorized
attorney or representative) in exchange for an equal aggregate  principal amount
of Series 1998B Bonds of any other authorized denominations.

      THE INDENTURE may be modified,  amended or supplemented only to the extent
and in the  circumstances  permitted by, and subject to the terms and conditions
of, the Indenture.

      THIS  SERIES  1998B BOND shall not be valid or become  obligatory  for any
purpose or be entitled to any security or benefit under the Indenture  until the
Certificate of Authentication hereon has been executed by the Trustee.

      IT IS HEREBY  CERTIFIED AND DECLARED that all acts,  conditions and things
required to exist, happen and be performed precedent to and in the execution and
delivery of the  Indenture  and the issuance of this Series 1998B Bond do exist,
have happened and have been  performed in due time,  form and manner as required
by law.

      IN WITNESS  WHEREOF,  the City of Lenexa,  Kansas has caused  this  Series
1998B Bond to be executed  with the  facsimile or manual  signature of its Mayor
and attested by facsimile or manual  signature of its City Clerk, and has caused
this Series 1998B Bond to be dated as of the Dated Date shown above.

                               CITY OF LENEXA, KANSAS
Attest:
                               By__________________________________ 
                                    Mayor


                                     A-2(6)
<PAGE>



By_________________________                        
      City Clerk



                    CERTIFICATE OF AUTHENTICATION

      This Series 1998B Bond is one of the Series  1998B Bonds  described in the
within mentioned Indenture.

Date of Authentication: ________________

                      INTRUST Bank, N.A., as Bond Registrar


                      By_____________________________________ 
                                Authorized Signature



                                     A-2(7)
<PAGE>




                                  ASSIGNMENT


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

--------------------------------------------------------------------------------
            Print or Type Name, Address and Social Security Number
             or other Taxpayer Identification Number of Transferee

the within Series 1998B Bond and all rights  thereunder,  and hereby irrevocably
constitutes  and  appoints  _________________________  attorney to transfer  the
within  Series 1998B Bond on the books kept by the Trustee for the  registration
and  transfer of Series  1998B  Bonds,  with full power of  substitution  in the
premises.

Dated _______________               ____________________________________
                                    NOTICE:  The  signature to this  assignment
                                    must   correspond   with  the  name  as  it
                                    appears   upon  the  face  of  the   within
                                    Series 1998B Bond in every particular.

                                    Signature Guaranteed By:



[Seal of Bank]                      ____________________________________
                                    (Name of  Eligible  Guarantor  Institution,
                                    as defined by SEC Rule 17Ad-15
                                    (17 CFR 240.17Ad-15))


                                    By
                                    Title




                                     A-2(8)
<PAGE>






                                 LEGAL OPINION

      The following is a true and correct copy of the approving legal opinion of
Logan Riley Carson & Kaup, L.C., Bond Counsel,  which was dated and issued as of
the date of original issuance and delivery of such Series 1998B Bonds:



                                     A-2(9)
<PAGE>



                                  EXHIBIT A-3

                         (FORM OF SERIES 1998C BONDS)

THE HOLDER OF THIS BOND BY ITS  ACCEPTANCE  HEREOF AGREES TO NOT OFFER,  SELL OR
OTHERWISE  TRANSFER  SUCH  BOND  EXCEPT  (A) TO THE  ISSUER OR THE  LESSEE,  (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT OF 1933 (THE  "SECURITIES  ACT"),  (C) FOR SO LONG AS THE SERIES
1998 BONDS ARE  ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A UNDER THE  SECURITIES
ACT  ("RULE  144A"),  TO  A  PERSON  IT  REASONABLY  BELIEVES  IS  A  "QUALIFIED
INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT  THE  TRANSFER  IS  BEING  MADE  IN  RELIANCE  ON  RULE  144A,  (D)  TO  AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (a) (1),
(2),  (3) OR (7) OF RULE 501  UNDER THE  SECURITIES  ACT THAT IS  ACQUIRING  THE
SECURITY FOR ITS OWN ACCOUNT FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE LESSEE'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATIONS  OR
OTHER  INFORMATION  SATISFACTORY  TO  EACH  OF  THEM,  AND  (ii)  IN EACH OF THE
FOREGOING  CASES  (CLAUSES (A) THROUGH (E)),  TO REQUIRE THAT A  CERTIFICATE  OF
TRANSFER  IN FORM AND  SUBSTANCE  ACCEPTABLE  TO THE LESSEE  AND THE  TRUSTEE TO
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE LESSEE.

R-__                                                 $_____________

                           UNITED STATES OF AMERICA
                                STATE OF KANSAS
                            CITY OF LENEXA, KANSAS
                  TAXABLE SUBORDINATE INDUSTRIAL REVENUE BOND
                            (LABONE, INC. PROJECT)
                                 SERIES 1998C


    Rate of      Maturity Date:   Dated Date:     CUSIP No.
   Interest:

     7.125%     September 1, 2009

                                 -------- --, 19___

Registered Owner:

Principal Amount:  ______________________________DOLLARS


                                     A-3(1)
<PAGE>


      The CITY OF LENEXA, KANSAS, a municipal corporation of the State of Kansas
(the "Issuer"),  for value  received,  hereby promises to pay, solely out of the
revenues  hereinafter  specified,  to the Registered Owner identified  above, or
registered  assigns,  the Principal Amount identified above on the Maturity Date
set forth above, except as the provisions  hereinafter set forth with respect to
redemption prior to maturity may become  applicable  hereto,  and to pay to such
Registered  Owner hereof  interest on such  principal sum from the Dated Date or
from the most recent  Interest  Payment Date (as  hereinafter  defined) to which
interest has been paid to the Interest  Payment Date at the Rate of Interest set
forth  above.  Interest on this Series 1998C Bond shall be computed on the basis
of a 360-day year of twelve 30-day months,  payable  semiannually on March 1 and
September 1 beginning on March 1, 1999 (the "Interest Payment Dates"), until the
said  principal  sum shall have been paid.  Upon  maturity the principal of this
Series 1998C Bond is payable by check or draft upon  presentation of such Series
1998C  Bond at the  principal  office  of  INTRUST  Bank,  N.A.,  in the City of
Wichita,  Kansas (the  "Trustee" and "Paying  Agent") or at the duly  designated
office of any successor  Trustee or Paying Agent  appointed under the Indenture.
Payment of the  interest on this  Series  1998C Bond shall be made by the Paying
Agent  on each  Interest  Payment  Date to the  Owner  thereof  at the  close of
business  on the  Record  Date (as  hereinafter  defined)  next  preceding  said
Interest  Payment  Date by check or draft  mailed to such  Owner at the  Owner's
address as it appears in the Bond Register or in such other manner as such Owner
and the Paying Agent may  determine or upon written  request by wire transfer of
immediately  available  funds to any Owner  thereof  who owns at least  $500,000
principal amount of the Series 1998C Bonds at such wire transfer address as such
Owner shall specify if such Owner  provides  written  notice to the Paying Agent
not less than 10 days prior to the Record Date for which any such payment is due
requesting such electronic transfer.  Any such written notice shall be signed by
such  Owner  and  shall  include  the  name of the bank  (which  shall be in the
continental United States),  its address,  ABA routing number and account number
to which such Registered Owner wishes to have such transfer directed. The Issuer
or the Trustee may impose a charge against an Owner for the reimbursement of any
governmental  charge  required  to be paid in the event that such Owner fails to
provide a correct taxpayer identification number to the Trustee. Such amount may
be  deducted  by the  Trustee  from  amounts  otherwise  payable  to such  Owner
hereunder.  "Record  Date" means 5:00 p.m.  Kansas  City,  Missouri  time on the
fifteenth day (whether or not a business day) of the calendar month  immediately
preceding such Interest Payment Date.

      THIS SERIES 1998C BOND is one of a duly authorized  series of Bonds of the
Issuer designated "Taxable  Subordinate  Industrial Revenue Bonds (LabOne,  Inc.
Project)  Series 1998C," in the aggregate  principal  amount of $8,000,000  (the
"Series 1998C  Bonds"),  issued for the purpose of financing  the  construction,
improvement  and  equipping  of a  commercial  facility  including  real estate,
buildings,  improvements  and equipment  (the  "Project"),  for LabOne,  Inc., a
Delaware corporation (the "Lessee").  The Project will be acquired by the Issuer
and leased to the Lessee  pursuant to the terms of a Lease Agreement dated as of
September  1,  1998,  between  the  Issuer  and  the  Lessee,  (as  amended  and
supplemented from time to time in accordance with the provisions thereof and the
Indenture,  the "Lease  Agreement"),  all pursuant to and in conformity with the
provisions, restrictions and limitations of the Constitution and statutes of the
State of Kansas,  including particularly K.S.A. 12-1740 et seq., as amended (the
"Act"),  and  pursuant  to  proceedings  duly had by the  governing  body of the
Issuer.


                                     A-3(2)
<PAGE>


      THIS SERIES 1998C BOND is issued under and is equally and ratably  secured
and entitled to the protection  given by a Trust Indenture dated as of September
1, 1998 (as amended and  supplemented  from time to time in accordance  with the
provisions  thereof,  the  "Indenture"),  between  the Issuer  and the  Trustee.
Subject to the terms and conditions set forth therein, the Indenture permits the
Issuer to issue  Additional  Bonds (as defined therein) secured by the Indenture
ratably and on a parity with or prior to the Series  1998C  Bonds.  Reference is
hereby made to the Indenture for a description of the provisions,  among others,
with  respect to the nature and extent of the  security  for this  Series  1998C
Bond,  the rights,  duties and  obligations  of the Issuer,  the Trustee and the
Registered Owner of this Series 1998C Bond, and the terms upon which this Series
1998C Bond is issued and secured.  The Series 1998C Bonds stand on a parity with
respect to the pledge of revenues from the Project  provided under the Indenture
and in all other  respects to the Issuer's  Taxable  Subordinate  Revenue  Bonds
(LabOne,  Inc.  Project),  Series 1998B,  in the aggregate  principal  amount of
$5,000,000  (the "Series  1998B  Bonds").  The Series 1998B Bonds and the Series
1998C Bonds are  subordinate  and junior with  respect to the pledge of revenues
from the Project  provided  under the Indenture and in all other respects to the
Issuer's  Taxable Revenue Bonds (LabOne,  Inc.,  Project),  Series 1998A, in the
aggregate principal amount of $20,000,000 (the "Series 1998A Bonds").

                             REDEMPTION PROVISIONS

      The Series  1998C Bonds are subject to  redemption  prior to their  stated
maturity as follows:

      Series  1998C Bonds may not be redeemed  during the period  after a Record
Date and prior to the  related  Interest  Payment  Date and,  to the extent that
Series 1998C Bonds would otherwise be redeemed during such period, they shall be
redeemed  on such Record  Date.  To the extent  that the  redemption  provisions
hereof  include  the phrase "at any time,"  such phrase  shall be  construed  to
include such exception.  In the event of any redemption of Series 1998C Bonds on
any date other than an Interest  Payment Date,  accrued  interest on said Series
1998C  Bonds to the  redemption  date shall be paid  along  with the  applicable
redemption  price  described  herein.  In the event of any  redemption of Series
1998C Bonds on an Interest  Payment Date, such accrued interest shall be paid as
set forth herein.

      Optional  Redemption.  The Series 1998C Bonds are subject to redemption by
the Issuer, at the option of and upon written instructions from the Lessee, with
the  written  consent  of the  Letter  of Credit  Provider  (as  defined  in the
Indenture)  for the Series 1998A  Bonds,  in whole or in part at any time at the
principal amount thereof, without premium.

      Redemption in Event of  Condemnation,  Deficiency of Title,  Fire or Other
Casualty, or Change in Law or Circumstances.  The Series 1998C Bonds are subject
to redemption by the Issuer, at the option of and upon written instructions from
the Lessee with the prior written consent of the Letter of Credit  Provider,  as
provided  in the  Lease  Agreement,  (i) in whole or in part,  at the  principal
amount  thereof,  without  premium,  at  any  time  upon  the  occurrence  of  a
"condemnation,"  "loss of  title"  or  "casualty  loss" to the  extent  of funds
provided  therefor,  or (ii) in whole, at the principal amount thereof,  without
premium, at any time in the event that, due to "condemnation,"  "loss of title,"
"casualty  loss," or as a result of changes in any state or federal  law,  or an
act of a federal agency, or by reason of any action instituted in any court, or


                                     A-3(3)
<PAGE>


the Lease  Agreement  shall  become  void or  unenforceable,  or  impossible  of
performance  without  unreasonable delay, or in any other way, by reason of such
change of  circumstances,  unreasonable  burdens or  excessive  liabilities  are
imposed on the Lessee or the Issuer.

      Redemption  from Moneys  Remaining in the Project Funds.  At the option of
and upon written  instructions from the Lessee,  with the written consent of the
Letter of Credit  Provider,  the Series 1998C Bonds are subject to redemption in
part by the Issuer, at the principal amount thereof,  without premium,  from any
Available  Moneys remaining in the Project Funds upon completion of the Project.
The date for such  redemption  shall be the next  succeeding date upon which any
Series 1998C Bonds may be redeemed and for which the required  redemption notice
may be given  following  completion  of the  Project  and payment of the Project
Costs.

      Mandatory Sinking Fund Redemption.  The Series 1998C Bonds will be subject
to mandatory  redemption and payment prior to their stated maturity on September
1 of each year, at 100% of the principal  amount thereof,  plus accrued interest
to the redemption date, without premium, in accordance with the Indenture.

      Selection of Series  1998C Bonds to be Redeemed.  Series 1998C Bonds shall
be redeemed in the principal amount of $5,000 or any integral multiple of $5,000
in excess  thereof;  provided no partial  redemption  shall result in any Series
1998B Bond  remaining  Outstanding  in a principal  amount  less than  $100,000.
Series 1998C Bonds shall be  redeemed(by  such method as the Trustee  shall deem
equitable,  provided that for this purpose  Series 1998C Bonds of a denomination
larger than the minimum  authorized  denomination or integral  multiples thereof
shall be  treated on the same  basis as if they were the  appropriate  number of
Series 1998C Bonds of such minimum authorized denomination.  The portions of the
principal of outstanding  Series 1998C Bonds so selected for partial  redemption
shall be equal to such minimum  authorized  denomination  or integral  multiples
thereof.  Any Series  1998C Bond which is to be  redeemed  only in part shall be
submitted  to  the  Paying  Agent  and   delivered  to  the  Trustee  who  shall
authenticate and deliver to the Owner of such Series 1998C Bond, without service
charge,  a new  Series  1998C  Bond or Series  1998C  Bonds,  of any  authorized
denomination as requested by such Owner in an aggregate  principal  amount equal
to and in exchange  for the  unredeemed  portion of the  principal of the Series
1998C  Bonds so  surrendered.  If the Owner of any such  Series  1998C Bond of a
denomination  greater than the minimum  authorized  denomination for such Series
1998C Bond  fails to  present  such  Series  1998C Bond to the Paying  Agent for
payment and exchange as aforesaid,  such Series 1998C Bond shall,  nevertheless,
become due and  payable on the  redemption  date to the extent of the  principal
amount of such  Series  1998C Bond  called for  redemption  (and to that  extent
only).

      Notice of  Redemption.  Whenever the Trustee  shall call any of the Series
1998C Bonds for  redemption the Trustee shall give written notice in the name of
the Issuer of its  intention  to redeem and pay such Series 1998C Bonds by first
class mail, postage prepaid, mailed not more than 45 nor less than 30 days prior
to the  redemption  date,  to each Owner of Series 1998C Bonds to be redeemed at
such  Owner's  address  appearing  on the Bond  Register.  From and  after  such
redemption  date,  interest on such Series  1998C Bond shall cease to accrue and
such Series 1998C Bond shall no longer be outstanding and shall


                                     A-3(4)
<PAGE>


have no further  rights  under the  Indenture  except to receive  the  principal
amount thereof,  plus accrued interest to such date,  regardless of whether such
Series 1998C Bond is presented to the Trustee on such date.  Neither the failure
of the Owner of any Series  1998C  Bond to be so  redeemed  to  receive  written
notice mailed as herein  provided nor any defect in any such notice shall affect
or invalidate the redemption of said Series 1998C Bond.

                               OTHER PROVISIONS

      THE SERIES  1998C  BONDS ARE  LIMITED  OBLIGATIONS  OF THE ISSUER  PAYABLE
SOLELY FROM REVENUES AND FUNDS PLEDGED  THEREFOR UNDER THE INDENTURE.  NO HOLDER
OF THIS  SERIES  1998C BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE  EXERCISE OF
THE  TAXING  POWER OF THE  ISSUER OR THE STATE OF KANSAS  (THE  "STATE")  OR ANY
POLITICAL  SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF THIS SERIES 1998C BOND OR
THE INTEREST  HEREON OR ANY OTHER COST INCIDENT  HERETO,  OR TO ENFORCE  PAYMENT
HEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY POLITICAL  SUBDIVISION  THEREOF.
THE SERIES  1998C  BONDS ARE NOT A GENERAL  OBLIGATION  OF THE  ISSUER,  ARE NOT
PAYABLE IN ANY MANNER FROM TAXATION AND DO NOT  CONSTITUTE A PLEDGE OF THE FAITH
AND CREDIT OF THE  ISSUER.  THE  ISSUANCE  OF THE SERIES  1998C  BONDS WILL NOT,
DIRECTLY,  INDIRECTLY OR  CONTINGENTLY,  OBLIGATE THE ISSUER TO LEVY ANY FORM OF
TAXATION  THEREFOR OR TO MAKE ANY  APPROPRIATION  FOR THEIR PAYMENT.  THE ISSUER
WILL NOT IN ANY EVENT BE LIABLE FOR THE  PAYMENT OF THE  PRINCIPAL  OR  PURCHASE
PRICE OF,  PREMIUM,  IF ANY, OR  INTEREST  ON THE SERIES  1998C BONDS OR FOR THE
PERFORMANCE OF ANY PLEDGE,  OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER WHICH
MAY BE  UNDERTAKEN  BY THE  ISSUER,  EXCEPT OUT OF THE  PAYMENTS  DERIVED BY THE
ISSUER UNDER THE LEASE  AGREEMENT AND THE INDENTURE.  NO BREACH BY THE ISSUER OF
ANY SUCH PLEDGE, OBLIGATION OR AGREEMENT MAY IMPOSE ANY LIABILITY,  PECUNIARY OR
OTHERWISE,  UPON THE ISSUER OR ANY CHARGE UPON ITS GENERAL CREDIT OR AGAINST ITS
TAXING POWER.

      NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM OR
INTEREST ON THIS SERIES 1998C BOND AGAINST ANY PAST,  PRESENT OR FUTURE OFFICER,
MEMBER,  EMPLOYEE OR AGENT OF THE ISSUER,  OR OF ANY SUCCESSOR TO THE ISSUER, AS
SUCH,  EITHER  DIRECTLY  OR THROUGH THE ISSUER OR ANY  SUCCESSOR  TO THE ISSUER,
UNDER ANY RULE OF LAW OR EQUITY,  STATUTE OR  CONSTITUTION OR BY THE ENFORCEMENT
OF ANY  ASSESSMENT OR PENALTY OR OTHERWISE,  AND ALL SUCH  LIABILITY OF ANY SUCH
OFFICERS,  MEMBERS, EMPLOYEES OR AGENTS, AS SUCH, IS HEREBY EXPRESSLY WAIVED AND
RELEASED AS A CONDITION OF, AND CONSIDERATION FOR, THE EXECUTION AND ISSUANCE OF
THIS SERIES 1998C BOND.

      The Owner of this  Series  1998C Bond  shall have no right to enforce  the
provisions  of the  Indenture  or to institute  action to enforce the  covenants
therein, or to take any action with respect to any


                                     A-3(5)
<PAGE>


Event of Default under the Indenture,  or to institute,  appear in or defend any
suit or other  proceedings  with  respect  thereto,  except as  provided  in the
Indenture.  In certain  events,  on the  conditions,  in the manner and with the
effect set forth in the  Indenture,  the principal of all the Series 1998C Bonds
issued under the  Indenture and then  outstanding  may become or may be declared
due and payable  before the stated  maturity  thereof,  together  with  interest
accrued  thereon.  Modifications or alterations of this Series 1998C Bond or the
Indenture may be made only to the extent and in the  circumstances  permitted by
the Indenture.

      THIS SERIES 1998C BOND is transferable, as provided in the Indenture, only
upon  the  registration  books  of the  Issuer  kept  for  that  purpose  at the
above-mentioned  office of the  Trustee as "Bond  Registrar"  by the  registered
Owner  hereof  in  person  or  by  such  Owner's  duly  authorized  attorney  or
representative, upon surrender of this Series 1998C Bond together with a written
instrument  of  transfer  satisfactory  to  the  Trustee  duly  executed  by the
registered Owner or such Owner's duly authorized  attorney,  and thereupon a new
Series 1998C Bond or Series 1998C Bonds, in the same aggregate principal amount,
shall be issued to the  transferee  in  exchange  therefor  as  provided  in the
Indenture,  and upon payment of the charges therein prescribed.  The Issuer, the
Bond Registrar,  the Paying Agent, the Lessee, the Letter of Credit Provider and
the Trustee  may deem and treat the person in whose name this Series  1998C Bond
is registered on the Bond Register as the absolute  Owner hereof for the purpose
of receiving  payment of, or on account of, the  principal or  redemption  price
hereof and interest due hereon and for all other purposes.

      THE SERIES 1998C BONDS are issuable only as fully registered bonds without
coupons in the  denomination  of $100,000 or any integral  multiple of $5,000 in
excess thereof, except that Series 1998C Bonds may be issued in denominations of
$5,000 as a result of any mandatory  sinking fund  redemption . The Owner of any
Series 1998C Bonds may surrender the same at the  above-mentioned  office of the
Trustee in exchange  for an equal  aggregate  principal  amount of Series  1998C
Bonds of any of the  authorized  denominations,  in the  manner,  subject to the
conditions  and upon the payment of the charges  provided in the  Indenture.  In
like manner,  subject to such  conditions  and upon the payment of such charges,
the Owner of any Series 1998C Bond or Series 1998C Bonds may  surrender the same
(together with a written instrument of transfer satisfactory to the Trustee duly
executed by the  registered  Owner or such  registered  Owner's duly  authorized
attorney or representative) in exchange for an equal aggregate  principal amount
of Series 1998C Bonds of any other authorized denominations.

      THE INDENTURE may be modified,  amended or supplemented only to the extent
and in the  circumstances  permitted by, and subject to the terms and conditions
of, the Indenture.

      THIS  SERIES  1998C BOND shall not be valid or become  obligatory  for any
purpose or be entitled to any security or benefit under the Indenture  until the
Certificate of Authentication hereon has been executed by the Trustee.

      IT IS HEREBY  CERTIFIED AND DECLARED that all acts,  conditions and things
required to exist, happen and be performed precedent to and in the execution and
delivery of the Indenture and the


                                     A-3(6)
<PAGE>


issuance  of this  Series  1998C  Bond do  exist,  have  happened  and have been
performed in due time, form and manner as required by law.

      IN WITNESS  WHEREOF,  the City of Lenexa,  Kansas has caused  this  Series
1998C Bond to be executed  with the  facsimile or manual  signature of its Mayor
and attested by facsimile or manual  signature of its City Clerk, and has caused
this Series 1998C Bond to be dated as of the Dated Date shown above.

                               CITY OF LENEXA, KANSAS

Attest:
                                By__________________________________ 
                                    Mayor
By____________________________                        
      City Clerk



                    CERTIFICATE OF AUTHENTICATION

      This Series 1998C Bond is one of the Series  1998C Bonds  described in the
within mentioned Indenture.

Date of Authentication: ________________

                      INTRUST Bank, N.A., as Bond Registrar



                                   By_____________________________ 
                                   Authorized Signature



                                     A-3(7)
<PAGE>




                                  ASSIGNMENT


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

--------------------------------------------------------------------------------
            Print or Type Name, Address and Social Security Number
             or other Taxpayer Identification Number of Transferee

the within Series 1998C Bond and all rights  thereunder,  and hereby irrevocably
constitutes  and  appoints  _________________________  attorney to transfer  the
within  Series 1998C Bond on the books kept by the Trustee for the  registration
and  transfer of Series  1998C  Bonds,  with full power of  substitution  in the
premises.

Dated _______________               ____________________________________
                                    NOTICE:  The  signature to this  assignment
                                    must   correspond   with  the  name  as  it
                                    appears   upon  the  face  of  the   within
                                    Series 1998C Bond in every particular.

                                    Signature Guaranteed By:
 


[Seal of Bank]                      ____________________________________
                                    (Name of  Eligible  Guarantor  Institution,
                                     as defined by SEC Rule 17Ad-15
                                     (17 CFR 240.17Ad-15))



                                    By_________________________
                                    Title_____________________



                                     A-3(8)
<PAGE>

                                 LEGAL OPINION

      The following is a true and correct copy of the approving legal opinion of
Logan Riley Carson & Kaup, L.C., Bond Counsel,  which was dated and issued as of
the date of original issuance and delivery of such Series 1998C Bonds:







                                     A-3(9)
<PAGE>


                                    EXHIBIT B

                       NOTICE OF INTEREST RATE ADJUSTMENT

                              NOTICE TO BONDOWNERS

             (For use upon a conversion from any Interest Rate Mode
                      into or while the Series 1998A Bonds
         remain in a Semiannual Mode, Annual Mode or any Multiyear Mode)

      This  notice  is  being  sent  pursuant  to the  provisions  of the  Trust
Indenture dated as of September 1, 1998 (the  "Indenture"),  between the City of
Lenexa,   Kansas  (the  "Issuer")  and  INTRUST  Bank,  N.A.,  as  Trustee  (the
"Trustee").  Capitalized  terms used in this notice shall have the same meanings
as in the Series 1998A Bond, unless otherwise  defined.  You are hereby notified
as follows:

      1. The interest  rate on the Issuer's  Taxable  Industrial  Revenue  Bonds
(LabOne,  Inc. Project) Series 1998A (the ASeries 1998A Bonds@) will be adjusted
on  _______________  (the  "Adjustment  Date").  You may demand that your Series
1998A Bond be purchased in full on the  Adjustment  Date,  at a price of 100% of
the principal amount thereof.

      2. In order to demand that all or any  portion of your  Series  1998A Bond
(which  portion shall be $5,000 or an integral  multiple  thereof) be purchased,
you must deliver to INTRUST Bank, N.A., at its principal  corporate trust office
at INTRUST Bank,  N.A.,  Wichita,  Kansas,  on or prior to the 12th calendar day
preceding such date (i) the following portion of this notice entitled "Bondowner
Election  Notice" and (ii) your Series  1998A Bond,  duly  endorsed in blank for
transfer  (with all signatures  guaranteed by a member of a registered  national
securities exchange or of the National Association of Securities Dealers,  Inc.,
or by a commercial  bank or trust company  having an office in the United States
of America).

      3. The  Remarketing  Agent has  notified the Trustee that the Series 1998A
Bonds  would  bear  interest  at a rate of  _____%,  if the date  hereof  were a
Determination Date as provided in the Indenture.

      4. On the Adjustment  Date, the interest on your Series 1998A Bond will be
established at a new Interest Rate,  which may be less than, equal to or greater
than the rate set forth in  paragraph  3. The interest on your Series 1998A Bond
will be  payable  at such  newly  established  Interest  Rate  for the  interest
Calculation Period commencing on the Adjustment Date.

                                    INTRUST BANK, N.A.



                                    By
                                    Title


                                      B-1
<PAGE>


                           BONDOWNER ELECTION NOTICE

             (For use upon a conversion from any Interest Rate Mode
                      into or while the Series 1998A Bonds
         remain in a Semiannual Mode, Annual Mode or any Multiyear Mode)


INTRUST Bank, N.A.
105 N. Main Street
Wichita, Kansas  67202
as Tender Agent, under the Trust Indenture,
  dated as September 1, 1998 (the "Indenture")

Attention:  Corporate Trust Department

      Re:  City of Lenexa, Kansas, Taxable Industrial Revenue Bonds (LabOne,
           Inc. Project) Series 1998A

Ladies and Gentlemen:

      This Bondowner  Election  Notice is being delivered to you pursuant to the
provisions  of  the  Trust  Indenture,  dated  as  of  September  1,  1998  (the
"Indenture"),  between the City of Lenexa,  Kansas and INTRUST  Bank,  N.A.,  as
Trustee. Capitalized terms used in this notice shall have the same meaning as in
the Series 1998A Bond.

      The undersigned  hereby  irrevocably  request(s) that the following Series
1998A  Bond(s) or  portion(s)  thereof  (which must be in a principal  amount of
$5,000 or any integral  multiple  thereof),  which is one (or more) Series 1998A
Bonds of the issue referred to above, be purchased on the Purchase Date pursuant
to Section 306 of the Indenture:

1.

                                                    Portion of
     Serial Number         Principal Amount      Principal Amount
   of Series 1998A         of Series 1998A       to be Purchased
         Bond                   Bond

   _______________          $______________        $________________

   _______________          $______________        $________________


2.    Purchase Date on which Series 1998A Bond(s) shall be purchased (which date
      must be the first day of a Calculation  Period  occurring at least 12 days
      following the date of delivery of this notice to the Tender Agent):
      ---------------

3. Name(s) of registered owner(s): _______________


                                      B-2
<PAGE>




4.    Name to the  order of which  payment  for such  Series  1998A  Bond(s)  or
      portion(s)  thereof is to be made (if  payment is to be made other than to
      the order of the  registered  owner(s) of such Series 1998A  Bond(s),  the
      Substitute  Form W-9 set forth below must be completed  and signed by such
      payee and failure to do so may result in backup withholding as required by
      law or regulation):

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

5. Address to which payment is to be mailed: _______________

6.    Such Series 1998A Bond(s) is (are) attached hereto, duly endorsed in blank
      for transfer,  with all signature(s)  guaranteed by an Eligible  Guarantor
      Institution.

      IN  WITNESS  WHEREOF,  the  undersigned  registered  owner(s)  or the duly
appointed   attorney(s)-in-fact  thereof  has  (have)  executed  this  Bondowner
Election Notice as of the date set forth below.

Dated: _______________               Name(s):_________________________
                                                     (Please print)


                                     Signature(s):______________________



                       PAYER'S NAME: INTRUST Bank, N.A.


                  [Substitute Form W-9 to be Set Forth Here]



                                      B-3
<PAGE>


                                   EXHIBIT C

                           BONDOWNER ELECTION NOTICE

        (For Use for Series 1998A Bonds in the Weekly or Monthly Mode)


INTRUST Bank, N.A.
Corporate Trust Department
105 N. Main Street
Wichita, Kansas 67202
  as Tender Agent, under the Trust Indenture,
  dated as September 1, 1998 (the "Indenture")
Fax No. (316) 383-5848


      Re:  City of Lenexa, Kansas, Taxable Industrial Revenue Bonds (LabOne,
           Inc. Project) Series 1998A

Ladies and Gentlemen:

      This Bondowner  Election  Notice is being delivered to you pursuant to the
provisions  of  the  Trust   Indenture  dated  as  of  September  1,  1998  (the
"Indenture"),  between the City of Lenexa,  Kansas and INTRUST  Bank,  N.A.,  as
Trustee. Capitalized terms used in this notice shall have the same meaning as in
your Series 1998A Bond.

      The undersigned  hereby  irrevocably  request(s) that the following Series
1998A  Bonds(s) or portions(s)  thereof (which must be in a principal  amount of
$100,000 or any  multiple of $5,000 in excess  thereof),  which is one (or more)
Series 1998A Bonds of the issue referred to above,  be purchased on the Purchase
Date specified below pursuant to Section 306 of the Indenture:

1.

                             Portion of
     Serial Number         Principal Amount      Principal Amount
   of Series 1998A         of Series 1998A       to be Purchased
         Bond                   Bond

   _______________          $______________        $________________

   _______________          $______________        $________________


2.    The  Purchase  Date (which date must be a Business Day at least seven days
      following the date of receipt of this notice by the Tender Agent):
                         .



                                      C-1
<PAGE>


3.    Name(s) of registered owner(s):__________________


4.    Name to the  order of which  payment  for such  Series  1998A  Bond(s)  or
      potion(s)  thereof  is to be made (if  payment is to be made other than to
      the order of the  registered  owner(s) of such Series 1998A  Bond(s),  the
      Substitute  Form W-9 set forth below must be completed  and signed by such
      payee and failure to do so may result in backup withholding as required by
      law or regulation):

      ___________________________


5.    Address to which payment is to be mailed:


6.    If payment for the Series  1998A  Bond(s) to be purchased is to be made by
      wire transfer (rather than by check), the bank, its ABA number and account
      number to which payment is to be made:

      Bank:______________________________   
      Address:  _________________________
      ABA Number:________________________
      Account Number:____________________

7.    The  undersigned  hereby  agree(s) that such Series 1998A  Bond(s),  duly
      endorsed in blank for transfer  with all  signature(s)  guaranteed  by an
      Eligible  Guarantor  Institution,  together  with,  if the Purchase  Date
      specified  above is prior  to an  Interest  Payment  Date and  after  the
      related Record Date, a due-bill in form  satisfactory  to the Trustee for
      interest due on such Series 1998A Bond(s) on such Interest  Payment Date,
      will be  delivered  to the Tender  Agent at its office set forth above at
      or prior to 11:00 a.m., Kansas City, Missouri time, on the Purchase Date.

8.    The undersigned hereby agrees that if the undersigned  fail(s) to deliver
      such Series 1998A  Bond(s) in accordance  with item 7 above,  such Series
      1998A  Bond(s)  or  portion(s)   thereof  shall  nevertheless  be  deemed
      purchased on the Purchase Date  specified  above and shall  thereafter be
      Undelivered   Bond(s)  within  the  meaning  of  the  Indenture  and  the
      undersigned  shall in such event not be  entitled  to receive any further
      interest  thereon  and shall have no further  interest  thereon and shall
      have no  further  rights  under the  Indenture  except to  payment of the
      purchase price held for such Series 1998A Bond(s).


                                      C-2
<PAGE>




      IN  WITNESS  WHEREOF,  the  undersigned  registered  owner(s)  or the duly
appointed   attorney(s)-in-fact  thereof  has  (have)  executed  this  Bondowner
Election Notice as of the date set forth below.

Dated:__________         Name(s):_____________________



                               Signature(s):_____________________________




                       PAYER'S NAME: INTRUST Bank, N.A.


                                      C-3
<PAGE>

                                 EXHIBIT D

                    NOTICE OF INTEREST RATE MODE CONVERSION

                             NOTICE TO BONDOWNERS


      This  notice  is  being  sent  pursuant  to the  provisions  of the  Trust
Indenture dated as of September 1, 1998 (the  "Indenture"),  between the City of
Lenexa, Kansas (the "Issuer"),  and INTRUST Bank, N.A., as Trustee.  Capitalized
terms used in this notice shall have the same meanings as in the Indenture.

      You are hereby notified as follows:

      1. An  option  has been  exercised  to  convert  the  Interest  Rate  Mode
applicable  to the Issuer's  Taxable  Industrial  Revenue  Bonds  (LabOne,  Inc.
Project)    Series   1998A   (the    "Series    1998A    Bonds"),    from   a(n)
[Weekly/Monthly/Semiannual/Annual/        -Year]        Mode       to       a(n)
[Weekly/Monthly/Semiannual/Annual/  -Year]  Mode on  (the  "Interest  Rate  Mode
Conversion Date").  Unless you deliver a Bondowner  Direction Not to Purchase as
described  below,  your Series 1998A Bond will be purchased on the Purchase Date
at a price of 100% of the principal amount thereof.

      2. If your  Series  1998A Bond or any  portion  thereof  is so  purchased,
payment  therefor  will be made on or  after  the  Purchase  Date  thereof  upon
presentation and surrender of such Series 1998A Bond at the principal  corporate
trust office of the Trustee at INTRUST Bank, N.A., 105 N. Main Street, Corporate
Trust  Department,  Wichita,  Kansas 67202,  duly endorsed in blank for transfer
(with all signatures guaranteed by an Eligible Guarantor Institution).

      3. In addition, you are further notified that:

           (A) Interest  will no longer  accrue to you on your Series 1998A Bond
      on and after the  Purchase  Date  thereof  unless the Trustee has received
      directions  from you not to so purchase  your Series  1998A Bond as herein
      provided,  and,  other than the right to receive  payment of the  purchase
      price for your  Series  1998A Bond,  you shall then cease to have  further
      rights under the Indenture;

           (B) You have the right to direct the Trustee  not to purchase  all or
      any  portion of your  Series  1998A Bond,  which  portion  shall be $ (the
      minimum  authorized  denomination  for the new Interest  Rate Mode) or any
      multiple of $5,000 in excess thereof, if you deliver the following portion
      of this Notice  entitled  "Bondowner  Direction  Not to  Purchase"  to the
      Trustee at its  address  above on or before  [the date  occurring  12 days
      prior to the Interest Date Mode Conversion Date]; and

           (C) If you properly file a Bondowner  Direction Not to Purchase,  the
      following will occur:



                                      D-1
<PAGE>


                (i) After the Interest Rate Mode  Conversion  Date, the interest
           rate on the portion of your Series 1998A Bond not  purchased  will be
           determined in accordance with the  [Weekly/Monthly/Semiannual/Annual/
           -Year] Mode,  with interest  being paid on [the first Business Day of
           each month] [ 1 and 1 of each year];

                (ii) The  interest on the portion of your Series  1998A Bond not
           purchased   will  be   established  at  the  Interest  Rate  for  the
           [Weekly/Monthly/Semiannual/Annual/  -Year] Mode on the Interest  Rate
           Mode Conversion  Date,  which new Interest Rate will be determined by
           the Remarketing Agent and will be not less than % nor more than %;

                (iii)The  Trustee  will inform you of the  Interest  Rate on the
           portion of your Series 1998A Bond not purchased, on or soon after the
           Interest Rate Mode Conversion Date; and

                (iv) After the  Interest  Rate Mode  Conversion  Date,  [you may
           require  the  portion  of  your  Series  1998A  Bond  not  previously
           purchased to be purchased pursuant to Section 306 of the Indenture on
           a  Purchase  Date  specified  by  you  as  further  described  in the
           Indenture and the applicable Bondowner Election Notice.] [your Series
           1998A  Bond will no longer be  subject to  purchase  pursuant  to the
           Indenture.]

           (D) The current rating on the Series 1998A Bonds provided by Standard
      & Poor's Ratings  Services may be reduced or withdrawn due to the Interest
      Rate Mode Conversion.

Date:___________________                                

                                    INTRUST BANK, N.A.,
                                    as Trustee


                                    By
                                    Title



                                      D-2
<PAGE>


                      BONDOWNER DIRECTION NOT TO PURCHASE



      Re:  City of Lenexa, Kansas, Taxable Industrial Revenue Bonds (LabOne,
           Inc. Project) Series 1998A



INTRUST Bank, N.A.
105 N. Main Street
Wichita, Kansas  67202
  as Trustee, under the Trust Indenture,
  dated as September 1, 1998 (the "Indenture")

Attention:  Corporate Trust Department



Ladies and Gentlemen:

      Pursuant  to the  provisions  of the  Indenture  and in  response to your
Notice    of     Interest     Rate    Mode     Conversion     dated    ,    the
undersigned   hereby   irrevocably   request(s)  that  the  Series  1998A  Bond
described below not be purchased:

      1. The Series 1998A Bond is one of the Series 1998A Bonds,  numbered , the
principal  amount of which is $ . The portion of the Series 1998A Bond not to be
purchased is $ (being a principal amount which is $ or any multiple of $5,000 in
excess thereof).

      2. The name(s) of the  registered  owner(s) is (are) ; such person(s) was
(were) the registered owner(s) of such Series 1998A Bond on the date that the
Notice of Interest Rate Mode Conversion was given.

      3. The address of the registered owner(s) referred to above is:

          __________________________
          __________________________
          __________________________

      4. I am aware the current  rating on the Series  1998A  Bonds  provided by
Standard  & Poor's  Ratings  Services  may be reduced  or  withdrawn  due to the
Interest Rate Mode Conversion.

      5. This  direction is irrevocable  and binding on any subsequent  Owner of
such Series 1998A Bond.


                                      D-3
<PAGE>



      IN WITNESS WHEREOF,  the undersigned  owner(s) or his (her/its/their) duly
authorized  attorney(s) in fact has (have) executed this Bondowner Direction Not
to Purchase as of the date set forth below.

Dated:_________               Name(s):___________________________________
                                                (Please print)


                               Signature(s):_____________________________



Signature(s) Guaranteed:



(Name of Eligible Guarantor Institution, as
defined by SEC Rule 17Ad-15
(17 CFR 240.17Ad-15))



                                      D-4
<PAGE>



                                   EXHIBIT E

                     NOTICE OF SUBSTITUTE LETTER OF CREDIT

                             NOTICE TO BONDOWNERS


      This  notice  is  being  sent  pursuant  to the  provisions  of the  Trust
Indenture, dated as of September 1, 1998 (the "Indenture"),  between the City of
Lenexa, Kansas (the "Issuer"),  and INTRUST Bank, N.A., as Trustee.  Capitalized
terms used in this notice shall have the same meanings as in the Indenture.

      You are hereby notified as follows:

      1.   A    Substitute     Letter    of    Credit     consisting    of    a
                               issued     by     and     relating     to    the
Issuer's Taxable  Industrial  Revenue Bonds (LabOne,  Inc. Project) Series 1998A
(the "Series 1998A Bonds"),  will become effective on (the "Substitute Letter of
Credit  Date").  Unless you  deliver a  Bondowner  Direction  Not to Purchase as
described  below,  your Series 1998A Bond will be  purchased  on the  Substitute
Letter of Credit Date at a price of 100% of the  principal  amount  thereof plus
accrued interest.  A copy of the proposed form of [Substitute  Letter of Credit]
and certain financial  information relating to the issuer thereof are on file at
the office of the Trustee and are available for inspection at your request, or a
copy will be forwarded to you upon your written request.

      2. If your  Series  1998A Bond or any  portion  thereof  is so  purchased,
payment  therefor  will be made on or  after  the  purchase  date  thereof  upon
presentation and surrender of such Series 1998A Bond at the principal  corporate
trust office of the Trustee at INTRUST Bank, N.A., 105 N. Main Street, Corporate
Trust  Department,  Wichita,  Kansas 67202,  duly endorsed in blank for transfer
(with all signatures guaranteed by an Eligible Guarantor Institution).

      3. In addition, you are further notified that:

           (A) Interest  will no longer  accrue to you on your Series 1998A Bond
      on and after the  purchase  date  thereof  unless the Trustee has received
      directions  from you not to so purchase  your Series  1998A Bond as herein
      provided,  and,  other than the right to receive  payment of the  purchase
      price for your  Series  1998A Bond,  you shall then cease to have  further
      rights under the Indenture; and

           (B) You have the right to direct the Trustee  not to purchase  all or
      any  portion of your  Series  1998A Bond,  which  portion  shall be $ (the
      minimum authorized denomination for the Interest Rate Mode to be in effect
      on the  Substitute  Letter of Credit  Date) or any  multiple  of $5,000 in
      excess  thereof,  if you  deliver  the  following  portion of this  Notice
      entitled  "Bondowner  Direction  Not to  Purchase"  to the  Trustee at its
      address  above on or before  _______________  [the date  occurring 12 days
      prior to the Substitute Letter of Credit Date].


                                      E-1
<PAGE>



           (C) The current rating on the Series 1998A Bonds provided by Standard
      &  Poor's  Ratings  Services  may  be  reduced  or  withdrawn  due  to the
      substitution of the Letter of Credit.

Dated:_______________                

                                    INTRUST BANK, N.A.,
                                    as Trustee




                                     By_______________________________ 
                                     Title





                                      E-2
<PAGE>


                     Notice of Substitute Letter of Credit
                             Notice to Bondowners

                      BONDOWNER DIRECTION NOT TO PURCHASE


      Re:  City of Lenexa, Kansas, Taxable Industrial Revenue Bonds (LabOne,
           Inc. Project) Series 1998A



INTRUST Bank, N.A.
105 N. Main Street
Wichita, Kansas  67202
as Trustee, under the Trust Indenture
  dated as September 1, 1998 (the "Indenture")

Attention:  Corporate Trust Department



Ladies and Gentlemen:

      Pursuant to the provisions of the Indenture and in response to your Notice
of  Substitute  Letter  of Credit  dated , the  undersigned  hereby  irrevocably
request(s) that the Series 1998A Bond described below not be purchased:

      1. The Series 1998A Bond is one of the Series 1998A Bonds,  numbered , the
principal  amount of which is $ . The portion of the Series 1998A Bond not to be
purchased is $ (being a principal amount which is $ or any multiple of $5,000 in
excess thereof).

     2. The name(s) of the  registered  owner(s) is (are) ; such  person(s)  was
(were) the  registered  owner(s) of such Series  1998A Bond on the date that the
Notice of Substitute Letter of Credit was given.

      3. The address of the registered owner(s) referred to above is:

      4. I am aware the current  rating on the Series  1998A  Bonds  provided by
Standard  & Poor's  Ratings  Services  may be reduced  or  withdrawn  due to the
substitution of the Letter of Credit.


                                      E-3
<PAGE>


      IN WITNESS WHEREOF,  the undersigned  owner(s) or his (her/its/their) duly
authorized  attorney(s) in fact has (have) executed this Bondowner Direction Not
to Purchase as of the date set forth below.

Dated:___________              Name(s):_____________________________

                                               (Please print)


                               Signature(s):________________________


Signature(s) Guaranteed:



(Name of Eligible Guarantor Institution, as
defined by SEC Rule 17Ad-15
(17 CFR 240.17Ad-15))


                                      E-4
<PAGE>

                                EXHIBIT F


Request No.________________                               Date:____________

                     WRITTEN REQUEST FOR DISBURSEMENT FORM

                            CITY OF LENEXA, KANSAS
                                ---------------

                                 LABONE, INC.
                                 PROJECT FUNDS



To:   INTRUST BANK, N.A.
      Attention:  Corporate Trust Department

      as  Trustee  under the Trust  Indenture,  dated as of  September  1, 1998,
      between the City of Lenexa, Kansas (the AIndenture@), and said Trustee

      Pursuant to Section 3.4 of the Lease  Agreement,  dated as of September 1,
1998  (the  "Lease  Agreement"),  between  the  Issuer  and  LabOne,  Inc.  (the
"Lessee"),  and Section 403 of the Indenture, the Lessee hereby requests payment
from (check  applicable  fund) the [____] LabOne,  Inc.  Series 1998A and Series
1998B  Project  Fund/the  [____]  LabOne,  Inc.  Series  1998C  Project  Fund in
accordance  with  this  request  and said  Section  3.4 and  hereby  states  and
certifies as follows:

      1. The date and number of this request are as set forth above.

      2.   All terms in this  request  shall have and are used with the meanings
           specified in the Lease Agreement.

      3.   The names of the persons,  firms or corporations to whom the payments
           requested  hereby are due,  the  amounts  to be paid and the  general
           classification  and  description  of the (check  applicable  Project)
           [____]  Series  1998A and 1998B  Project  Costs/[____]  Series  1998C
           Project Costs for which each  obligation  requested to be paid hereby
           was incurred are as set forth on Attachment I hereto.

      4.   Such  (check  applicable  Project)  [____]  Series  1998A  and 1998B
           Project  Costs/[____]  Series 1998C  Project Costs have been made or
           incurred by the Lessee and have been paid by the Lessee,  if payment
           to the  Lessee is  requested,  or, if  payment  to the Lessee is not
           requested,  are  presently  due to the  persons  to whom  payment is
           requested,  are valid (check applicable Project) [____] Series 1998A
           and 1998B Project  Costs[____]  Series 1998C Project Costs under the
           Lease Agreement and proper charges against the (check applicable


                                      F-1
<PAGE>


           fund) [____]  LabOne,  Inc.  Series  1998A and Series  1998B  Project
           Fund[____] LabOne, Inc. Series 1998C Project Fund and no part thereof
           was included in any other request  previously  filed with the Trustee
           under the provisions thereof.

      5.   Except for Project Costs for which  payment is requested  hereby and
           except  as set forth  below,  there  are no  outstanding  statements
           which are now due and payable for labor, wages, materials,  supplies
           or services in connection  with the  acquisition,  construction  and
           equipping of the Project  which,  if unpaid,  might become the basis
           of a vendors',  mechanics',  laborers' or materialmen's statutory or
           other similar lien upon the Project or any part  thereof.  Set forth
           below  is a  description  of (1)  all  disputed  statements  and the
           reasons for such  disputes,  and (2) all  statements  in process but
           not yet presented to the Trustee for payment.

      6.   With regard to any machinery and equipment  with respect to which any
           payment is requested hereby a reasonably complete  description of all
           such items and the purchase price and  installation  cost thereof are
           set forth on Attachment II hereto.

      7.   Except  with  respect to down  payments,  all  machinery,  equipment,
           furnishings  and other personal  property  described on Attachment II
           hereto is in place or has been delivered and will be installed.

      8.   Invoices, statements, vouchers or bills for the amounts requested are
           attached hereto.

                                    LABONE, INC.



      By________________________
        Authorized Lessee Representative




      The Letter of Credit Provider hereby approves the above Written Request.

                                    COMMERCE BANK, N.A.


                                    By____________________________________
                                      Authorized  Letter of Credit Provider
                                      Representative



                                      F-2
<PAGE>


                                 ATTACHMENT I
                   TO WRITTEN REQUEST FOR DISBURSEMENT FORM

                            CITY OF LENEXA, KANSAS
                                ---------------

                                 LABONE, INC.
                                 PROJECT FUNDS

      REQUEST NO.            DATED                     , 19    .
                  ----------       --------------- ----    ----



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

                        SCHEDULE OF PAYMENTS REQUESTED


                                            General classification
                                                     and
                                              description of the
                                                Project Costs
                                                for which the
                                                  obligation
Payee (1)                    Amount            to be paid was
                                                 incurred(2)








(1)   May be the  Lessee  if it has  previously  made such  payment.  May be the
      Trustee for  deposit in the Bond Funds if the Project  Cost is interest on
      the Bonds accruing prior to the Completion Date.

(2)   For each  obligation this should include the lower case letter category of
      Series 1998A and 1998B  Project  Costs or Series 1998C  Project Costs (see
      the  definitions  of such terms in  Section  101 of the  Indenture)  which
      describes the related Series 1998A and 1998B Project Costs or Series 1998C
      Project  Cost and a brief  description  of the nature of such Series 1998A
      and 1998B Project  Costs or Series 1998C Project Cost (for example,  land,
      construction, machinery and equipment, Bond printing, etc.).



                                      F-3
<PAGE>

                                 ATTACHMENT II
                   TO WRITTEN REQUEST FOR DISBURSEMENT FORM

                            CITY OF LENEXA, KANSAS
                                ---------------

                                 LABONE, INC.
                                 PROJECT FUNDS

      REQUEST NO.            DATED                        , 19    .
                  ----------       ------------------ ----    ----



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


               PERSONAL PROPERTY FOR WHICH PAYMENT IS REQUESTED



  Reasonably complete description
  of all such items of machinery,            Purchase price
      equipment, furnishings and            and installation
     other personal property                  cost thereof






                                      F-4