======================================================================

     ======================================================================
                         INTERVEST MORTGAGE CORPORATION


                                       AND


                              THE BANK OF NEW YORK
                                   AS TRUSTEE



                                    INDENTURE

                           DATED AS OF _______ 1, 2004





                                   $14,000,000
                     Series __/__/04 Subordinated Debentures

                           $3,000,000 Due July 1, 2008
                           $4,500,000 Due July 1, 2010
                           $6,500,000 Due July 1, 2012


     ======================================================================

     ======================================================================
<PAGE>
                              CROSS REFERENCE TABLE
                              ---------------------


TIA  Section                                                  Indenture  Section
------------                                                  ------------------

310(a)(1) and (2)                                                           7.10
310(a)(3) and (4)                                                           N.A.
310(b)                                                         7.08, 7.10, 11.02
310(c)                                                                      N.A.
311(a) and (b).                                                             7.11
311(c)                                                                      N.A.
312(a)                                                                      2.05
312(b) and (c).                                                             2.06
313(a)                                                                      7.06
313(b)(1)                                                                   N.A.
313(b)(2)                                                                   7.06
313(c)                                                               7.06, 11.02
313(d)                                                                      7.06
314(a)                                                               4.02, 11.02
314(b)                                                                      N.A.
314(c)(1) and (c)(2)                                                       11.03
314(c)(3) and (d)                                                           N.A.
314(e)                                                                     11.04
314(f)                                                                      N.A.
315(a), (c) and (d)                                                         7.01
315(b)                                                               7.05, 11.02
315(e)                                                                      6.11
316(a)(1)(A)                                                                6.05
316(a)(1)(B)                                                                6.04
316(a)(2)                                                                   9.02
316(a) Last  Paragraph                                               2.10, 11.05
316(b)                                                                      6.07
317(a)                                                                6.08, 6.09
317(b)                                                                      2.04
318(a)                                                                     11.01


__________
N.A. means Not Applicable.

NOTE:     This cross reference table shall not, for any purpose, be deemed to be
          a  part  of  the  Indenture.


<PAGE>
<TABLE>
<CAPTION>
                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                   ------------------------------------------

<S>                                                                           <C>
SECTION 1.01.Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . .   1
             -----------

SECTION 1.02.Other Definitions . . . . . . . . . . . . . . . . . . . . . . .   2
             -----------------

SECTION 1.03.Incorporation by Reference of Trust Indenture Act . . . . . . .   3
             -------------------------------------------------

SECTION 1.04.Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . .   3
             ---------------

SECTION 1.05.Rules of Construction . . . . . . . . . . . . . . . . . . . . .   4
             ---------------------

                                  ARTICLE TWO

                                 THE DEBENTURES
                                 --------------

SECTION 2.01.Form and Dating . . . . . . . . . . . . . . . . . . . . . . . .   4
             ---------------

SECTION 2.02.Execution and Authentication. . . . . . . . . . . . . . . . . .   4
             ----------------------------

SECTION 2.03.Registrar and Paying Agent. . . . . . . . . . . . . . . . . . .   4
             --------------------------

SECTION 2.04.Paying Agent to Hold Money in Trust . . . . . . . . . . . . . .   5
             -----------------------------------

SECTION 2.05.Debentureholder Lists . . . . . . . . . . . . . . . . . . . . .   5
             ---------------------

SECTION 2.07.Transfer and Exchange . . . . . . . . . . . . . . . . . . . . .   6
             ---------------------

SECTION 2.08.Replacement Debentures. . . . . . . . . . . . . . . . . . . . .   6
             ----------------------

SECTION 2.09.Outstanding Debentures. . . . . . . . . . . . . . . . . . . . .   6
             ----------------------

SECTION 2.10.Treasury Debentures . . . . . . . . . . . . . . . . . . . . . .   6
             -------------------


<PAGE>
SECTION 2.11.Temporary Debentures. . . . . . . . . . . . . . . . . . . . . .   6
             --------------------

SECTION 2.12.Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . .   7
             ------------

SECTION 2.13.Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . .   7
             ------------------

SECTION 2.14.CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . .   7
             -------------

                                  ARTICLE THREE

                                   REDEMPTION
                                   ----------

SECTION 3.01.Notices to Trustee. . . . . . . . . . . . . . . . . . . . . . .   7
             ------------------

SECTION 3.02.Selection of Debentures to be Redeemed. . . . . . . . . . . . .   7
             --------------------------------------

SECTION 3.03.Notice of Redemption. . . . . . . . . . . . . . . . . . . . . .   8
             --------------------

SECTION 3.04.Effect of Notice of Redemption. . . . . . . . . . . . . . . . .   8
             ------------------------------

SECTION 3.05.Deposit of Redemption Price . . . . . . . . . . . . . . . . . .   8
             ---------------------------

SECTION 3.06.Debentures Redeemed in Part . . . . . . . . . . . . . . . . . .   8
             ---------------------------

SECTION 3.07.Repurchase At Option of Holder. . . . . . . . . . . . . . . . .   8
             ------------------------------

                                  ARTICLE FOUR

                                    COVENANTS
                                    ---------

SECTION 4.01.Payment of Debentures . . . . . . . . . . . . . . . . . . . . .   9
             ---------------------

SECTION 4.02.SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . .   9
             -----------

SECTION 4.03.Compliance Certificate. . . . . . . . . . . . . . . . . . . . .   9
             ----------------------

SECTION 4.04.Limitation on Dividends and Stock Purchases . . . . . . . . . .   9
             -------------------------------------------


<PAGE>
ECTION 4.05.Pari Passu Indebtedness. . . . . . . . . . . . . . . . . . . . .   9
            -----------------------

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION
                              ---------------------

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES
                              ---------------------

SECTION 6.01.Events of Default . . . . . . . . . . . . . . . . . . . . . . .  10
             -----------------

SECTION 6.02.Acceleration. . . . . . . . . . . . . . . . . . . . . . . . . .  11
             ------------

SECTION 6.03.Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . .  11
             --------------

SECTION 6.04.Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . .  12
             -----------------------

SECTION 6.05.Control by Majority . . . . . . . . . . . . . . . . . . . . . .  12
             -------------------

SECTION 6.06.Limitation of Suits . . . . . . . . . . . . . . . . . . . . . .  12
             -------------------

SECTION 6.07.Rights of Holders to Receive Payment. . . . . . . . . . . . . .  12
             ------------------------------------

SECTION 6.08.Collection Suit by Trustee. . . . . . . . . . . . . . . . . . .  12
             --------------------------

SECTION 6.09.Trustee May File Proof of Claim . . . . . . . . . . . . . . . .  12
             -------------------------------

SECTION 6.10.Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . .  13
             ----------

SECTION 6.11.Undertaking for Costs . . . . . . . . . . . . . . . . . . . . .  13
             ---------------------

                                  ARTICLE SEVEN

                                    TRUSTEE
                                    -------

SECTION 7.01.Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . .  13
             -----------------

SECTION 7.02.Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . .  14
             -----------------


<PAGE>
SECTION 7.03.Individual Rights of Trustee. . . . . . . . . . . . . . . . . .  14
             -----------------

SECTION 7.04.Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . .  14
             --------------------

SECTION 7.05.Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .  14
             ------------------

SECTION 7.06.Reports by Trustees to Holders. . . . . . . . . . . . . . . . .  15
             ------------------------------

SECTION 7.07.Compensation and Indemnity. . . . . . . . . . . . . . . . . . .  15
             --------------------------

SECTION 7.08.Replacement of Trustee. . . . . . . . . . . . . . . . . . . . .  15
             ----------------------

SECTION 7.09.Successor Trustee by Merger, etc. . . . . . . . . . . . . . . .  16
             --------------------------------

SECTION 7.10.Eligibility; Disqualification . . . . . . . . . . . . . . . . .  16
             -----------------------------

SECTION 7.11.Preferential Collection of Claims Against the Company . . . . .  16
             -----------------------------------------------------

SECTION 7.12.Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . .  17
             -------------

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE
                             ----------------------

SECTION 8.01.Termination of the Company's Obligations. . . . . . . . . . . .  17
             ----------------------------------------

SECTION 8.02.Application of Trust Money. . . . . . . . . . . . . . . . . . .  18
             --------------------------

SECTION 8.03.Repayment to the Company. . . . . . . . . . . . . . . . . . . .  18
             ------------------------

                                  ARTICLE NINE

SECTION 9.01.Without Consent of Holders. . . . . . . . . . . . . . . . . . .  18
             --------------------------

SECTION 9.02.With Consent of Holders . . . . . . . . . . . . . . . . . . . .  18
             -----------------------

SECTION 9.03.Execution of Supplemental Indentures. . . . . . . . . . . . . .  19
             ------------------------------------


<PAGE>
SECTION 9.04.Compliance with Trust Indenture Act . . . . . . . . . . . . . .  19
             -----------------------------------

SECTION 9.05.Revocation and Effect of Consents . . . . . . . . . . . . . . .  19
             ---------------------------------

SECTION 9.06.Notation on or Exchange of Debentures . . . . . . . . . . . . .  19
             -------------------------------------

SECTION 9.07.Trustee to Sign Amendments, etc . . . . . . . . . . . . . . . .  20
             -------------------------------

                                  ARTICLE TEN

                                 SUBORDINATION
                                 -------------

SECTION 10.01.Agreement to Subordinate . . . . . . . . . . . . . . . . . . .  20
             -------------------------

SECTION 10.02.Debentures Subordinated to Prior Payment of All Senior
              ------------------------------------------------------
    Indebtedness on Dissolution, Liquidation or
    -------------------------------------------
    Reorganization of the Company. . . . . . . . . . . . . . . . . . . . . .  20
    -----------------------------

SECTION 10.03.Debentureholders to be Subrogated to Rights of Holders of
              ---------------------------------------------------------
    Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
    -------------------

SECTION 10.04.Obligation of the Company Unconditional. . . . . . . . . . . .  21
              ---------------------------------------

SECTION 10.05.Knowledge of Trustee . . . . . . . . . . . . . . . . . . . . .  22
              --------------------

SECTION 10.06.Application by Trustee of Monies Deposited With It . . . . . .  22
              --------------------------------------------------

SECTION 10.07.Subordination Rights Not Impaired by Acts or Omissions of the
              -------------------------------------------------------------
    Company or Holders of Senior Indebtedness. . . . . . . . . . . . . . . .  22
    -----------------------------------------

SECTION 10.08.Debentureholders Authorize Trustee to Effectuate Subordination
              --------------------------------------------------------------
    of Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    -------------

SECTION 10.09.Right of Trustee to Hold Senior Indebtedness . . . . . . . . .  23
              --------------------------------------------

SECTION 10.10.Article Ten Not to Prevent Events of Default . . . . . . . . .  23
              --------------------------------------------


<PAGE>
SECTION 10.11.No Fiduciary Duty Created to Holders of Senior Indebtedness. .  23
              -----------------------------------------------------------

SECTION 10.12.Trustee's Compensation Not Prejudiced. . . . . . . . . . . . .  23
              -------------------------------------



                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.Trust Indenture Act Controls . . . . . . . . . . . . . . . . .  23
              ---------------------------

SECTION 11.02.Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
              -------

SECTION 11.03.Certificate and Opinion as to Conditions Precedent . . . . . .  24
              --------------------------------------------------

SECTION 11.04.Statements Required in Certificate or Opinion. . . . . . . . .  24
              ---------------------------------------------

SECTION 11.05.Rules by Trustee and Agents. . . . . . . . . . . . . . . . . .  24
              ---------------------------

SECTION 11.06.Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . .  24
              --------------

SECTION 11.07.Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .  24
              -------------

SECTION 11.08.No Recourse Against Others . . . . . . . . . . . . . . . . . .  24
              --------------------------

SECTION 11.09.Successors . . . . . . . . . . . . . . . . . . . . . . . . . .  24
              ----------

SECTION 11.10.Duplicate Originals. . . . . . . . . . . . . . . . . . . . . .  24
              -------------------

SECTION 11.11.Separability . . . . . . . . . . . . . . . . . . . . . . . . .  25
              ------------
</TABLE>


<PAGE>
     INDENTURE,  dated  as  of  _________  1,  2004,  between INTERVEST MORTGAGE
CORPORATION, a New York corporation (the "Company"), and THE BANK OF NEW YORK, a
New  York  banking  corporation,  as  trustee  (the  "Trustee").

     Intending  to be legally bound hereby, each party agrees as follows for the
benefit  of the other party and for the equal and ratable benefit of the Holders
of  the  Company's  Series  __/__/04  Subordinated  Debentures.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                   ------------------------------------------

     SECTION  1.01.     Definitions.

     "Affiliate"  means  any  person  directly  or  indirectly  controlling  or
controlled by or under direct or indirect common control with the Company or any
Subsidiary.  For  purposes  of this definition, "control" when used with respect
to  any  person  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;  and  the  terms  "controlling"  and
"controlled"  have  meanings  correlative  to  the  foregoing.

     "Agent"  means  any  Registrar,  Paying  Agent  or  co-Registrar.

     "Board  of  Directors"  means  the Board of Directors of the Company or any
committee  of  that  Board  duly  authorized  to  act  for  it  hereunder.

     "Business  Day"  means  a  day  that  is  not  a  Legal  Holiday.

     "Capital Stock" means any and all shares, interests, participations, rights
or  other  equivalents  (however  designated)  of  corporate  stock.

     "Company" means the party named as such in this Indenture until a successor
replaces  it  pursuant  to the applicable provisions hereof and thereafter means
any  such  successor.

     "Debentures"  means:  the  Series  __/__/04 Subordinated Debentures, issued
under this Indenture, in three maturities as follows: July 1, 2008, July 1, 2010
and  July  1, 2012; as amended or supplemented from time to time pursuant to the
terms  of  this  Indenture;  "Debenture"  means  any  one  of  such  Debentures.

     "Default"  means  any event which is, or after notice or passage of time or
both  would  be,  an  Event  of  Default.

     "Holder" or "Debentureholder" means the person in whose name a Debenture is
registered  on  the  Registrar's  books.

     "Indebtedness"  means, with respect to any person:  (i)(A) all indebtedness
of  such person for borrowed money, (B) all indebtedness of such person which is
evidenced  by  a  note,  debenture,  bond or other similar instrument (including
capitalized  lease  and  purchase  money  obligations), and (C) all indebtedness
(including  capitalized  lease  obligations)  incurred,  assumed or given in the
acquisition  (whether  by way of purchase, merger or otherwise) of any business,
real  property or other assets (except assets acquired in the ordinary course of
the  acquiror's  business);  (ii)  any  indebtedness  of others described in the
preceding  clause  (i)  which  such  person  has  guaranteed  or for which it is
otherwise  liable;  and  (iii) any amendment, renewal, extension or refunding of
any  indebtedness  referred to in clauses (i) and (ii) above.  "Indenture" means
this  instrument  as  originally  executed  or  as  it  may from time to time be
supplemented  or  amended  by one or more indentures supplemental hereto entered
into  pursuant  to  the  applicable  provisions  hereof.


<PAGE>
     "Maturity"  means  any  of  the three maturities of Debentures issued under
this  Indenture.

     "Officer" means the Chairman or co-Chairman of the Board, the Vice Chairman
of  the Board, the President, any Vice President, the Treasurer or the Secretary
of  the  Company.

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

     "Opinion  of Counsel" means a written opinion from legal counsel who may be
counsel  for  the  Company  or  other  counsel who is acceptable to the Trustee.

     "person"  means  any  individual,  corporation, partnership, joint venture,
association,  joint-stock  company,  trust,  unincorporated  organization  or
government  or  other  agency  or  political  subdivision  thereof.

     "principal" of a debt security means the principal of the security plus the
premium,  if  any,  on  the  security.

     "Responsible  Officer",  when  used  with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
business.

     "SEC"  means  the  Securities  and  Exchange  Commission.

     "Subsidiary" means a corporation, a majority of whose voting stock is owned
by  the  Company  or  a Subsidiary.  Voting stock is Capital Stock having voting
power  under  ordinary  circumstances  to  elect  directors.

     "TIA"  means the Trust Indenture Act of 1939 (15 U.S. Code    77aaa-77bbbb)
as  in  effect  on  the  date this Indenture was executed, except as provided in
Section  9.04.

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

     "United  States"  means  the  United  State  of  America.

     SECTION  1.02     Other  Definitions
                       ------------------

<TABLE>
<CAPTION>
Term                           Defined in Section
-----------------------------  ------------------
<S>                            <C>
"Bankruptcy Law"                             6.01
"Custodian"                                  6.01
"Event of Default"                           6.01
"Legal Holiday"                             11.06
"Paying Agent"                               2.03
"Registrar"                                  2.03
"Restricted Payments"                        4.04
"Senior Indebtedness"                       10.01
"U.S. Government Obligations"                8.01
</TABLE>


                                        2
<PAGE>
     SECTION  1.03     Incorporation  by  Reference  of  Trust  Indenture Act.
                       ------------------------------------------------------
Whenever  this  Indenture  refers  to  a  provision of the TIA, the provision is
incorporated  by  reference  in and made a part of this Indenture. The following
TIA  terms  used  in  this  Indenture  have  the  following  meanings:

     "Commission"  means  the  SEC.

     "indenture  securities"  means  the  Debentures.

     "indenture  security  holder"  means  a  Debentureholder.

     "indenture  to  be  qualified"  means  this  Indenture.

     "indenture  trustee"  or  "institutional  trustee"  means  the  Trustee.

     "obligor"  on  the  indenture  securities  means  the  Company or any other
     obligor  on  the  Debentures.

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

     SECTION 1.04.     Acts of Holders.  (a) Any request, demand, authorization,
                       ---------------
direction, notice, consent, waiver or other action provided by this Indenture to
be  given  or  taken  by Holders may be embodied in and evidenced by one or more
instruments  of  substantially similar tenor signed by such Holders in person or
by  agent  duly  appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are  delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such  instrument  or  instruments (and the action embodied therein and
evidenced  thereby)  are  herein  sometimes  referred to as the "Act" of Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of  this  Indenture  and  conclusive  in  favor  of the Trustee and the
Company,  if  made  in  the  manner  provided  in  this  Section.

     (b)  The  fact  and  date  of  the  execution  by  any  person  of any such
instrument  or  writing  may  be  proved  by  the affidavit of a witness of such
execution  or by a certificate of a notary public or other officer authorized by
law  to  take  acknowledgments  of deeds, certifying that the individual signing
such  instrument  or  writing  acknowledged to him the execution thereof.  Where
such  execution  is  by  a signer acting in a capacity other than his individual
capacity,  such  certificate or affidavit shall also constitute sufficient proof
of  his authority.  The fact and date of the execution of any such instrument or
writing,  or  the authority of the Person executing the same, may also be proved
in  any  other  manner  which  the  Trustee  deems  sufficient.

     (c)  The ownership of Debentures shall be proved by the registration of the
books  of  the  Registrar.

     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or  other  Act  of the Holder of any Debenture shall bind every future Holder of
the  same  Debenture  and  the  Holder  of  every  Debenture  issued  upon  the
registration  of  transfer thereof or in exchange therefor or in lieu thereof in
respect  of  anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such  Debenture.

     (e)     If  the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at  its  option,  by  or pursuant to a Board Resolution, fix in advance a record
date  for  the  determination  of Holders entitled to give such request, demand,
authorization,  direction, notice, consent, waiver or other Act, but the Company
shall  have  no  obligation  to  do  so.  If  such  a record date is fixed, such
request,  demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record


                                        3
<PAGE>
at  the  close of business on such record date shall be deemed to be Holders for
the  purposes  of  determining  whether  Holders  of the requisite proportion of
outstanding  Debentures  have authorized or agreed or consented to such request,
demand,  authorization, direction, notice, consent, waiver or other Act, and for
that  purpose  the  outstanding  Debentures  shall be computed as of such record
date;  provided  that no such authorization, agreement or consent by the Holders
--------  on  such  record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after  the  record  date.

     SECTION  1.05.     Rules  of  Construction.  Unless  the  context otherwise
                        -----------------------
requires:  (i)  a  term  has the meaning assigned to it; (ii) an accounting term
not  otherwise  defined  has  the  meaning  assigned  to  it  in accordance with
generally  accepted accounting principles; (iii) "or" is not exclusive; and (iv)
words  in  the  singular include the plural, and words in the plural include the
singular.

                                   ARTICLE TWO
                                 THE DEBENTURES
                                 --------------
     SECTION  2.01.     Form  and  Dating.  The  Debentures  and  the  Trustee's
                        -----------------
certificate  of  authentication shall be substantially in the forms set forth in
Exhibits  A,  B  C, D, E and F which are incorporated in and form a part of this
Indenture.  The  Debentures may have notations, legends or endorsements required
by  law,  securities exchange rule or usage.  The Company shall approve the form
of  the  Debentures  and  any  notation,  legend  or endorsement on them and its
execution  shall constitute conclusive evidence of its approval.  Each Debenture
shall  be  dated  the  date  of  its  authentication.  The  terms and provisions
contained in the forms of Debenture annexed hereto as Exhibits A, B, C, D, E and
F  shall  constitute,  and  are hereby expressly made, a part of this Indenture.

     SECTION 2.02.     Execution and Authentication.  Two Officers shall execute
                       ----------------------------
the  Debentures for the Company by manual or facsimile signature.  The Company's
seal  shall  be  affixed  or  reproduced  on  the  Debentures.

     If an Officer whose signature is on a Debenture no longer holds that office
at  the time the Registrar, as hereinafter defined, authenticates the Debenture,
the  Debenture  shall  be  valid  nevertheless.

     A  Debenture  shall  not  be  valid  until the Registrar manually signs the
certificate  of  authentication  on  the  Debenture.  The  signature  shall  be
conclusive  evidence  that  the  Debenture  has  been  authenticated  under this
Indenture.

     The  Registrar  shall  authenticate  Debentures  for  original issue in the
aggregate  principal amount of up to $14,000,000 (but not more than:  $3,000,000
of  Debentures  maturing July 1, 2008; $4,500,000 of Debentures maturing July 1,
2010; or $6,500,000 of Debentures maturing July 1, 2012) upon a written order of
the  Company  signed by two Officers or by an Officer and an Assistant Treasurer
of  the  Company.  The order shall specify the amount and Maturity of Debentures
to  be  authenticated, whether interest on the Debentures will accrue or will be
paid  quarterly, and the date on which the original issue of Debentures is to be
authenticated.  The  aggregate principal amount of Debentures outstanding at any
time  may  not  exceed the amount set forth above except as provided in Sections
2.08  and  2.09.

     The Registrar may appoint an authenticating agent acceptable to the Company
to authenticate Debentures.  Unless limited by the terms of said appointment, an
authenticating  agent  may authenticate Debentures whenever the Registrar may do
so.  Each  reference  in  this  Indenture  to  authentication  by  the Registrar
includes  authentication  by such authenticating agent.  An authenticating agent
has  the  same  rights  as  an  Agent  to deal with the Company or an Affiliate.

     The  Debentures  shall  be issuable only in registered form without coupons
and  only  in  denominations  of  $10,000  and  any  integral  multiple thereof.

     SECTION  2.03.     Registrar  and Paying Agent.  The Company shall maintain
                        ---------------------------
an  office  or  agency  where  Debentures  may  be presented for registration of
transfer  or for exchange ("Registrar") and an office


                                        4
<PAGE>
or  agency  where  Debentures may be presented for payment ("Paying Agent"). The
Registrar  shall  keep  a  register  of the Debentures and of their transfer and
exchange.  The  Company  may  have  one  or  more  co-Registrars and one or more
additional Paying Agents. The term "Paying Agent" includes any additional paying
agent. The Company or any of its Subsidiaries may act as Paying Agent, Registrar
or  co-Registrar.

     The Company shall enter into an appropriate agency agreement with any Agent
not  a party to this Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such Agent and shall incorporate the provisions of
the  TIA.  The  Company  shall notify the Trustee of the name and address of any
such  Agent.  If the Company fails to maintain a Registrar or Paying Agent, upon
notification  and  delivery  of necessary records, the Trustee shall act as such
and  shall  be  entitled  to  appropriate  compensation  in  accordance with the
provisions  of  Section  7.07.

     SECTION  2.04.     Paying  Agent to Hold Money in Trust.  The Company shall
                        ------------------------------------
require  each  Paying Agent to agree in writing to hold in trust for the benefit
of  the  Debentureholders  or the Trustee all money held by the Paying Agent for
the  payment  of principal of or interest on the Debentures, and the Company and
the  Paying Agent shall each notify the Trustee of any default by the Company in
making  any  such  payment.  While  any  such default continues, the Trustee may
require  a  Paying  Agent  to  pay  all money held by it to the Trustee.  If the
Company  or  a Subsidiary acts as Paying Agent, it shall segregate the money and
hold  it as a separate trust fund.  The Company at any time may require a Paying
Agent  to  pay  all  money  held by it to the Trustee.  Upon such payment to the
Trustee the Paying Agent shall have no further liability for the money delivered
to  the  Trustee.

     SECTION  2.05.     Debentureholder Lists.  The Trustee shall preserve in as
                        ---------------------
current a form as is reasonably practicable the most recent list available to it
of  the  names  and  addresses  of  Debentureholders.  If the Trustee is not the
Registrar,  the  Company  shall furnish to the Trustee at least every six months
and  at  such other times as the Trustee may request in writing, a list, in such
form and as of such date as the Trustee may reasonably require, of the names and
addresses  of  Debentureholders.

     SECTION  2.06.     Access  of Information to Debentureholders.  Within five
                        ------------------------------------------
business  days  after the receipt by the Trustee of a written application by any
three or more Debentureholders stating that the applicants desire to communicate
with  other Debentureholders with respect to their rights under the Indenture or
under  the Debentures, and accompanied by a form of proxy or other communication
which  such  applicants  proposed to transmit, and by reasonable proof that each
such  applicant  has  owned  a  Debenture  for  a  period of at least six months
preceding  the  date  of  such  application, the Trustee shall, at its election,
either:

          (a)  afford  to  such  applicants  access  to  all  information in the
possession of the Trustee as to the names and addresses of the Debentureholders;
or

          (b)  inform  such  applicants  as  to  the  approximate  number  of
Debentureholders  according  to  the  most  recent  information  so furnished or
received  by  the  Trustee,  and  as  to the approximate cost of mailing to such
Debentureholders  the form of proxy or other communication, if any, specified in
such  application.

     If  the  Trustee  shall  elect not to afford such applicants access to such
information,  the  Trustee  shall,  upon the written request of such applicants,
mail  to  all  the  Debentureholders  copies  of  the  form  of  proxy  or other
communication  which  is  specified  in  the request, with reasonable promptness
after  a  tender  to the Trustee of the material to be mailed and of payment, or
provision  for  the  payment, of the reasonable expenses of such mailing, unless
within  five  days after such tender, the Trustee shall mail to such applicants,
and  file  with  the  SEC  together  with a copy of the material to be mailed, a
written  statement  to  the  effect  that,  in  the opinion of the Trustee, such
mailing would be contrary to the best interests of the Debentureholders or would
be  in  violation  of  applicable law.  Such written statement shall specify the
basis  of  such  opinion.


                                        5
<PAGE>
     The  Company,  the  Trustee,  the  Registrar and anyone else shall have the
protection  of  TIA  312.

     SECTION 2.07.     Transfer and Exchange.  Where a Debenture is presented to
                       ---------------------
the  Registrar  or  a  co-Registrar  with  a request to register a transfer, the
Registrar  shall register the transfer as requested if its requirements for such
transaction  are  met.  Where  Debentures  of  one Maturity are presented to the
Registrar  or  a  co-Registrar  with  a  request  to  exchange them for an equal
principal  amount of Debentures of other denominations of the same Maturity, the
Registrar  shall  make  the  exchange  as requested if its requirements for such
transaction are met.  Debentures containing a particular CUSIP Number may not be
exchanged  for  Debentures containing another CUSIP Number.  To permit transfers
and  exchanges,  upon surrender of any Debenture for registration of transfer at
the  office  or  agency  maintained  pursuant to Section 2.03, the Company shall
execute  and  the  Registrar  shall  authenticate  Debentures  to be issued upon
transfer  or  exchange.  If  so  requested  by  the  Registrar,  all  Debentures
presented for exchange, registration of transfer, redemption or payment shall be
accompanied  by  a  written  instrument  of transfer in form satisfactory to the
Registrar,  duly  executed  by  the  registered  owner  or  by his attorney duly
authorized  in writing.  Any exchange or transfer shall be without charge to the
Debentureholder,  except  that  the  Company  may  require  payment  from  the
Debentureholder  of  a  sum  sufficient  to  cover any tax or other governmental
charge  that  may  be  imposed  in  relation  thereto.  The  Registrar shall not
transfer  or  exchange  any  Debenture  or  portion  of a Debenture selected for
redemption,  or  transfer  or  exchange  any  Debentures for a period of 15 days
before  a  selection  of  Debentures  to  be  redeemed.

     SECTION  2.08.     Replacement  Debentures.  If  a  mutilated  Debenture is
                        -----------------------
surrendered  to  the  Registrar  or if the Holder of a Debenture claims that the
Debenture  has been lost, destroyed or wrongfully taken, the Company shall issue
and the Registrar shall authenticate a replacement Debenture if the requirements
of the Company or the Registrar for such transaction are met.  The Registrar may
require  an  indemnity  bond  which  shall  be sufficient in the judgment of the
Registrar  and  the  Company to protect the Company, the Trustee, the Registrar,
any Agent or any authenticating agent from any loss which any of them may suffer
if  a  Debenture  is replaced, destroyed, lost or wrongfully taken.  The Company
may  charge  such  Holder  for  its expenses in replacing such Debenture.  Every
replacement  Debenture  is  an  additional  obligation  of  the  Company.

     SECTION  2.09.     Outstanding  Debentures.  Debentures  outstanding at any
                        -----------------------
time are all Debentures authenticated by the Registrar except for those canceled
by  it,  those  delivered  to  it  for cancellation, and those described in this
Section  2.09.  A Debenture does not cease to be outstanding because the Company
or  one  of  its  Subsidiaries  holds  the  Debenture.

     If  a  Debenture  is  replaced  pursuant  to  Section 2.08, it ceases to be
outstanding  unless  the Trustee or the Registrar receives proof satisfactory to
it  that  the  replaced  Debenture  is  held  by  a  bona  fide  purchaser.

     If  the  Paying  Agent  (other than the Company or a Subsidiary) holds on a
redemption  date  or maturity date money sufficient to pay Debentures payable on
that  date, then on and after that date such Debentures shall be deemed to be no
longer  outstanding  and  interest  on  them  shall  cease  to  accrue.

     SECTION  2.10.     Treasury Debentures.  In determining whether the Holders
                        -------------------
of  the required amount of Debentures have concurred in any direction, waiver or
consent,  and for the purpose of calculating and making payments of interest and
selecting  Debentures  for  redemption,  Debentures  owned  by the Company or an
Affiliate  shall  be  disregarded,  except  that for the purposes of determining
whether  the  Trustee  shall be protected in relying on any direction, waiver or
consent,  only  Debentures  the  Trustee actually knows are so owned shall be so
disregarded.

     SECTION  2.11.     Temporary  Debentures.  Until  definitive Debentures are
                        ---------------------
ready  for  delivery, the Company may prepare and the Trustee shall authenticate
temporary  Debentures.  Temporary  Debentures shall be substantially in the form
of  definitive  Debentures  but  may  have variations that the Company considers
appropriate  for  temporary Debentures.  Without unreasonable delay, the Company
shall  prepare  and  the  Trustee  shall  authenticate  definitive Debentures in
exchange  for  temporary  Debentures.  Until


                                        6
<PAGE>
such  exchange,  temporary  Debentures  shall  be  entitled  to the same rights,
benefits  and  privileges  as  definitive  Debentures.

     SECTION  2.12.     Cancellation.  The  Company  at  any  time  may  deliver
                        ------------
Debentures  to the Trustee or the Registrar for cancellation.  The Registrar and
Paying Agent shall forward to the Trustee any Debentures surrendered to them for
transfer,  exchange  or  payment.  The  Trustee or the Registrar and no one else
shall  cancel and may destroy any Debentures surrendered for transfer, exchange,
payment or cancellation and deliver a certificate of any such destruction to the
Company  unless the Company instructs the Trustee or the Registrar in writing to
deliver the Debentures to the Company.  The Company may not issue new Debentures
to  replace, or reissue or recall Debentures that it has (i) paid or redeemed or
(ii)  purchased  or  otherwise  acquired  and  delivered  to  the Trustee or the
Registrar  for  cancellation.

     SECTION 2.13.     Defaulted Interest.  If the Company defaults in a payment
                       ------------------
of  interest  on  the  Debentures,  it  shall  pay the defaulted interest to the
persons  who  are  Debentureholders  on  a  subsequent special record date.  The
Company shall fix the special payment date and special record date.  The special
record  date  shall  be  at least 15 days prior to the special payment date.  At
least  15  days  before such special record date, the Company shall mail to each
Debentureholder  a  notice  that  states  such  special record date, the special
payment  date  and the amount of defaulted interest to be paid.  The Company may
pay  defaulted  interest  in any other lawful manner.  Pursuant to Section 4.01,
the  Company  shall  pay  interest  on  overdue installments of interest, to the
extent  lawful.

     SECTION 2.14.     CUSIP Numbers.  The Company in issuing the Debentures may
                       -------------
use  "CUSIP"  numbers  (if then generally in use), and, if so, the Trustee shall
use  "CUSIP"  numbers  in  notices  of  redemption  as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Debentures or as contained
in  any notice of a redemption and that reliance may be placed only on the other
identification  numbers printed on the Debentures, and any such redemption shall
not  be  affected  by  any  defect  in  or  omission  of  such  numbers.

                                  ARTICLE THREE

                                   REDEMPTION
                                   ----------

     SECTION  3.01.     Notices  to  Trustee.  The Debentures may be redeemed at
                        --------------------
any  time in whole or in part, at the redemption price(s) set forth in section 5
of  the  Debentures.  The  Registrar  may  select for redemption portions of the
principal  amount  of  Debentures  that  have denominations larger than $10,000.
Debentures  and  portions  of  them it selects shall be in amounts of $10,000 or
integral  multiples  of $10,000.  If the Company elects to redeem Debentures, it
shall  notify  the Registrar in writing of the redemption date, the CUSIP number
or  numbers to be redeemed, and the principal amount of each group of Debentures
to  be  redeemed.  In the case of any such redemption, the Company shall deliver
to the Trustee an Officers' Certificate stating that such redemption will comply
with  the  provisions  for  redemption  contained  herein and in the Debentures.

     The  Company  shall  give  each notice provided for in this Section 3.01 at
least  45  days  before  the redemption date (except that the Trustee may in its
sole  discretion  waive  such  notice  period  at  any  time).

     SECTION 3.02.     Selection of Debentures to be Redeemed.  If less than all
                       --------------------------------------
the  Debentures  containing  any particular CUSIP number are to be redeemed, the
Registrar  shall  select  the  Debentures  to  be redeemed by such method as the
Registrar  shall  deem fair and appropriate or if the Debentures are listed on a
national  securities  exchange,  in  accordance with the rules of such exchange.
The  Registrar  shall  make  the  selection  from Debentures outstanding and not
previously  called  for  redemption.  Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption.


                                        7
<PAGE>
     SECTION 3.03.     Notice of Redemption.  At least 30 days but not more than
                       --------------------
90  days before a redemption date, the Company shall mail a notice of redemption
by  first-class  mail  to  each Holder of Debentures to be redeemed.  The notice
shall  identify  the  Debentures  to  be  redeemed  and  shall  state:  (i)  the
redemption  date;  (ii) the redemption price and accrued interest, if any; (iii)
the  name  and  address  of  the  Paying Agent; (iv) that, Debentures called for
redemption  must  be  surrendered  to the Paying Agent to collect the redemption
price  and  accrued  interest,  if any; (v) that, unless the Company defaults in
making  the  redemption  payments,  interest on Debentures called for redemption
ceases  to  accrue on and after the redemption date and the only remaining right
of  the  Holders is to receive payment of the redemption price upon surrender to
the  Paying  Agent of the Debentures; (vi) if any Debenture is being redeemed in
part,  the  portion of the principal amount of such Debenture to be redeemed and
(vii)  the  CUSIP  number,  if  any.  At  the Company's request and expense, the
Trustee  shall  give  the  notice  of  redemption  in  the  Company's  name.

     SECTION  3.04.     Effect  of  Notice  of  Redemption.  Once  a  notice  of
                        ----------------------------------
redemption is mailed, Debentures called for redemption become due and payable on
the  redemption  date and at the redemption price.  Upon surrender to the Paying
Agent,  such  Debentures  shall  be  paid  at the redemption price, plus accrued
interest  to  the  redemption  date,  but  interest  installments  for which the
interest  payment date is on or prior to such redemption date will be payable to
the  Holders  of  record  at  the close of business on the relevant record dates
referred  to  in  the  Debentures.

     SECTION  3.05.     Deposit  of Redemption Price.  At least one Business Day
                        ----------------------------
prior  to  the  redemption date, the Company shall deposit with the Paying Agent
(or  if  the Company is its own Paying Agent, shall segregate and hold in trust)
immediately  available  funds  sufficient  to  pay  the redemption price of, and
accrued  interest  on,  all  Debentures  to  be  redeemed  on  that  date.

     SECTION  3.06.     Debentures  Redeemed  in  Part.  Upon  surrender  of  a
                        ------------------------------
Debenture  that  is  redeemed  in part, the Registrar shall authenticate for the
Holder,  at  the  expense  of  the Company, a new Debenture of the same Maturity
equal  in  principal  amount  to  the  unredeemed  portion  of  the  Debenture
surrendered.

     SECTION  3.07.     Repurchase  At  Option  of  Holder.  Subject  to  and in
                        ----------------------------------
compliance  with  the  provisions  of  this section, at the option of the Holder
thereof,  the  Company  will  repurchase Debentures at a price equal to the face
amount of the Debenture, together with all accrued interest thereon.  Such right
shall  commence  in  calendar  year  2008 and shall be subject to the limitation
that,  in  no  calendar year shall the Company be required to purchase more than
$100,000  principal  amount  of each maturity of Debentures, on a non-cumulative
basis.  Such  repurchases  shall be made only once each calendar year, on July 1
of  each  year  commencing in 2008.  A Holder desiring the Company to purchase a
Debenture  must  deliver  a  written  request  to the Company, together with the
Debenture  and  a  written  instrument  of  transfer in form satisfactory to the
Company  and  the  Registrar,  duly  executed  by the registered owner or by his
attorney  duly  authorized  in  writing.  The request may be made only once each
year,  commencing  in 2008, and the Company will repurchase Debentures presented
by  Holders  on  a first-come, first-served basis, based on the date the Company
receives  the  completed documents.  The request and completed documents must be
delivered  no  earlier  than May 1 and no later than May 31 for a purchase to be
completed  as of July 1 of that  year.  Only whole Debentures may be surrendered
for  repurchase  and  the  Company  may  suspend  or terminate its obligation to
repurchase  Debentures  pursuant to this Section 3.07 if:  (i) it determines, in
its  sole  discretion,  that  circumstances  make such repurchase not reasonably
practicable;  (ii)  it  determines, in its sole discretion, that such repurchase
would  cause  adverse  tax  consequences  to  the  Company  or  the  Holders  of
Debentures;  (iii)  any  governmental  or regulatory authority with jurisdiction
over  the Company so demands for the protection of the Holders of Debentures; or
(iv)  it  determines,  in  its  sole  discretion,  that such repurchase would be
unlawful.


                                        8
<PAGE>
                                  ARTICLE FOUR

                                    COVENANTS
                                    ---------


     SECTION  4.01.     Payment  of  Debentures.  The  Company  shall  pay  the
                        -----------------------
principal  of  and  interest  on  the  Debentures on the dates and in the manner
provided  in  the  Debentures.  An installment of principal or interest shall be
considered paid on the date due if the Paying Agent (other than the Company or a
Subsidiary)  holds  on  that date money designated for and sufficient to pay the
installment.  The  Company  shall  deposit  with  the  Paying  Agent immediately
available funds sufficient to pay the principal of or interest on the Debentures
at  least  one  Business  Day  prior  to  the  dates provided in the Debentures.

     The Company shall pay interest on overdue principal and interest on overdue
installments  of  interest, to the extent lawful, at the rate per annum borne by
the  Debentures.

     SECTION  4.02.     SEC Reports.  Within 5 days after the Company files with
                        -----------
the  SEC  copies  of  its  annual  reports  and other information, documents and
reports  (or  copies  of such portions of any of the foregoing as the SEC may by
rules  and  regulations  prescribe)  which  it  is required to file with the SEC
pursuant  to  Section  13  or  15(d) of the Securities Exchange Act of 1934, the
Company  shall  file  the  same with the Trustee.  The Company also shall comply
with  the  other  provisions  of  TIA   314(a).

     SECTION 4.03.     Compliance Certificate.  The Company shall deliver to the
                       ----------------------
Trustee  within  120  days  after  the end of each fiscal year of the Company an
Officers' Certificate stating that a review of the activities of the Company has
been  made  under  the  supervision  of  the  signing  Officers  with  a view to
determining  whether  a  Default or Event of Default has occurred and whether or
not  the  signers  know  of  any Default by the Company in performing any of its
obligations  under  this  Indenture.  If  they  do  know  of such a Default, the
certificate  shall describe all such Events of Default or Defaults, their status
and  what action the Company is taking or proposes to take with respect thereto.
Upon  becoming  aware  of  any  Default  or  Event of Default, the Company shall
deliver  an Officers' Certificate to the Trustee specifying the Default or Event
of  Default, its status and the action the Company proposes to take with respect
thereto.

     SECTION 4.04.     Limitation on Dividends and Stock Purchases.  The Company
                       -------------------------------------------
shall  not  declare  or pay any dividend or make any distribution on its Capital
Stock  or  to its shareholders (other than dividends or distributions payable in
its Capital Stock) or purchase, redeem or otherwise acquire or retire for value,
or permit any Subsidiary to purchase or otherwise acquire for value, any Capital
Stock  of  the  Company (collectively, "Restricted Payments") if, at the time of
such Restricted Payment, or after giving effect thereto, (i) an Event of Default
shall have occurred and be continuing, or (ii) a Default shall occur as a result
thereof;  provided, however, that the provisions of this limitation on dividends
shall  not prevent (A) the payment of any dividend within 60 days after the date
of  declaration  thereof,  if  at said date of declaration such payment complied
with  the  provisions of this limitation on dividends, or (B) the acquisition or
retirement  of any shares of the Company's Capital Stock by exchange for, or out
of  the  proceeds  of  the  sale  of  shares  of,  its  Capital  Stock.

     SECTION  4.05.     Pari  Passu Indebtedness.  There shall be no restriction
                        ------------------------
on  the  amount  or  type of Indebtedness of the Company which may be pari passu
with  (i.e.  having no priority of payment over and not subordinated in right of
payment to) or subordinate to the Debentures.  At December 31, 2003, the Company
had  outstanding  the  following  Debentures  which  rank  pari  passu  with the
Debentures:  $9,000,000  aggregate  principal  amount  of  its  Series  5/12/95
Registered Floating Rate Redeemable Subordinated Debentures (the "Series 5/12/95
Debentures") which were issued pursuant to an Indenture dated as of June 1, 1995
by  and  between  the  Company  and  The  Bank of New York, $9,000,000 aggregate
principal  amount  of  its  Series  10/19/95 Registered Floating Rate Redeemable
Subordinated  Debentures  (the  "Series  10/19/95 Debentures") which were issued
pursuant to an Indenture dated as of November 1, 1995 by and between the Company
and  The  Bank of New York, $12,000,000 aggregate principal amount of its Series
5/10/96 Registered Floating Rate Redeemable Subordinated Debentures (the "Series
5/10/96 Debentures") which were issued pursuant to an Indenture dated as of June
1,  1996  by  and  between  the


                                        9
<PAGE>
Company  and  The Bank of New York, and $5,500,000 aggregate principal amount of
its  Series 10/15/96 Registered Floating Rate Redeemable Subordinated Debentures
(the  "Series  10/15/96  Debentures") which were issued pursuant to an Indenture
dated  as  of  November  1,  1996 by and between the Company and The Bank of New
York, and $8,000,000 aggregate principal amount of its Series 4/30/97 Registered
Floating  Rate  Redeemable  Subordinated  Debentures  (the  "Series  4/30/97
Debentures"), which were issued pursuant to an Indenture dated as of May 1, 1997
by  and  between  the Company and The Bank of New York, and $4,000,000 aggregate
principal  amount  of  its  Series  11/10/98  Debentures  (the  "Series 11/10/98
Debentures")  which were issued pursuant to an Indenture dated as of December 1,
1998  by  and between the Company and The Bank of New York, $6,500,000 aggregate
principal  amount  of  its  Series  6/28/99  Debentures  (the  "Series  6/28/99
Debentures") which were issued pursuant to an Indenture dated as of July 1, 1999
by  and  between  the  Company  and  The  Bank of New York, $2,500,000 aggregate
principal  amount  of  its  Series  9/18/00  Debentures  (the  "Series  9/18/00
Debentures")  which  were  issued pursuant to an Indenture dated as of September
15,  2000  by  and  between  the  Company  and  The Bank of New York, $7,250,000
aggregate  principal  amount of its Series 8/1/01 Debentures (the "Series 8/1/01
Debentures")  which  were  issued pursuant to an Indenture dated as of August 1,
2001  by  and between the Company and The Bank of New York, $5,750,000 aggregate
principal  amount  of  its  Series  1/17/02  Debentures  (the  "Series  1/17/02
Debentures")  which were issued pursuant to an Indenture dated as of February 1,
2002  by  and between the Company and The Bank of New York, $7,750,000 aggregate
principal  amount  of  its  Series  8/5/02  Debentures  (the  "Series  8/5/02
Debentures")  which  were  issued pursuant to an Indenture dated as of August 1,
2002  by  and between the Company and The Bank of New York, $7,500,000 aggregate
principal  amount  of  its  Series  1/21/03  Debentures  (the  "Series  1/21/03
Debentures")  which  were issued pursuant to an Indenture dated as of January 1,
2003  by  and between the Company and The Bank of New York, $8,500,000 aggregate
principal  amount  of  its  Series  7/25/03  Debentures  (the  "Series  7/25/03
Debentures")  which  were  issued pursuant to an Indenture dated as of August 1,
2003  by and between the Company and The Bank of New York, $12,000,000 aggregate
principal  amount  of  its  Series  11/28/03  Debentures  (the  "Series 11/28/03
Debentures")  which were issued pursuant to an Indenture dated as of December 1,
2003  by  and  between  the  Company  and  The Bank of New York, and $11,500,000
aggregate  principal  amount of its Series 6/7/04 Debentures (the "Series 6/7/04
Debentures") which were issued pursuant to an Indenture dated as of June 1, 2004
by  and  between the Company and The Bank of New York. The Bank of New York, the
Trustee  herein  named,  presently  serves  as trustee for all of the debentures
which  rank  pari  passu  with  the  Debentures.

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION
                              ---------------------

     SECTION  5.01.     When  the Company May Merge, etc.  The Company shall not
                        --------------------------------
consolidate  with or merge with or into, or transfer all or substantially all of
its  assets  to,  any other person unless (i) such other person is a corporation
organized  or  existing  under the laws of the United States or a state thereof,
(ii)  such  surviving  person  (other  than  the  Company)  expressly assumes by
supplemental  indenture all the obligations of the Company under the Debentures,
this Indenture and the other agreements related thereto, (iii) immediately after
such transaction no Default or Event of Default exists, and (iv) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each
stating  that  such  consolidation,  merger  or  transfer  and such supplemental
indenture  comply  with  this  Article  and that all conditions precedent herein
provided  for  have  been complied with.  Thereafter all such obligations of the
predecessor  corporation  shall  terminate.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES
                              ---------------------

     SECTION  6.01.     Events  of  Default.  An  "Event  of Default" occurs if:
                        -------------------

          (1)  the  Company defaults in the payment of interest on any Debenture
     when  the  same  becomes  due  and  payable and the default continues for a
     period  of  30 days, whether or not such payment shall be prohibited by the
     provisions  of  Article  Ten;


                                       10
<PAGE>
          (2)  the Company defaults in the payment of principal of any Debenture
     when  the  same  becomes  due  and  payable at maturity, upon redemption or
     otherwise,  whether  or  not  such  payment  shall  be  prohibited  by  the
     provisions  of  Article  Ten;

          (3)  the  Company  fails to comply with any of its other agreements in
     the  Debentures  or this Indenture and the default continues for the period
     and  after  the  notice  specified  below;

          (4)  the  Company  pursuant to or within the meaning of any Bankruptcy
     Law:  (A)  commences  a  voluntary  case or proceeding, (B) consents to the
     entry  of  an  order  for  relief  against  it  in  an  involuntary case or
     proceeding,  (C)  consents  to  the  appointment of a Custodian (as defined
     herein) of it or for all or substantially all of its property, or (D) makes
     a  general  assignment  for  the  benefit  of  its  creditors;

          (5)  a court of competent jurisdiction enters an order or decree under
     any  Bankruptcy  Law  that:  (A)  is  for  relief against the Company in an
     involuntary  case or proceeding, (B) appoints a Custodian of the Company or
     for all or substantially all of its property, or (C) orders the liquidation
     of  the  Company, and in each case the order or decree remains unstayed and
     in  effect  for  60  days.

     The  term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or  state  law  for  the  relief  of  debtors.  The  term  "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     A  default under clause (3) is not an Event of Default until the Trustee or
the  Holders  of  at  least  25%  in  principal  amount  of the then outstanding
Debentures  notify  the Company of the default and the Company does not cure the
default within 60 days after receipt of the notice.  The notice must specify the
default,  demand  that  it be remedied and state that the notice is a "Notice of
Default".  If  the  Holders  of  25%  in  principal  amount  of  the outstanding
Debentures  request the Trustee to give such notice on their behalf, the Trustee
shall  do  so.

     SECTION  6.02.     Acceleration.  If  any  Event  of Default (other than an
                        ------------
Event  of Default specified in Section 6.01(4) or (5)) occurs and is continuing,
the  Trustee  by  notice  to  the  Company,  or  the  Holders of at least 25% in
principal  amount of the outstanding Debentures by notice to the Company and the
Trustee,  may  (but  shall not be obligated to) declare the principal of and all
accrued  interest on all the Debentures to be due and payable immediately.  Upon
such  declaration  such  principal  and  interest  shall  be  due  and  payable
immediately.  If an Event of Default specified in Section 6.01(4) or (5) occurs,
all  unpaid  principal  and  accrued interest on the Debentures then outstanding
shall  ipso  facto  become  and  be  immediately  due  and  payable  without any
declaration or other act on the part of the Trustee or any Debentureholder.  The
Holders  of  a  majority  in  principal  amount of the outstanding Debentures by
notice  to  the  Trustee may rescind an acceleration and its consequences if all
existing  Events  of  Default  have  been  cured or waived, except nonpayment of
principal  or  interest  that has become due solely because of the acceleration,
and  if  the rescission would not conflict with any judgment or decree.  No such
rescission  shall  affect  any subsequent Default or impair any right consequent
thereto.

     SECTION  6.03.     Other  Remedies.  If  an  Event of Default occurs and is
                        ---------------
continuing,  the Trustee may pursue any available remedy by proceeding at law or
in  equity  to collect the payment of principal of or interest on the Debentures
or  to  enforce  the  performance  of  any  provision  of the Debentures or this
Indenture.

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


                                       11
<PAGE>
     SECTION  6.04.     Waiver  of  Past Defaults.  Subject to Sections 6.07 and
                        -------------------------
9.02,  the  Holders  of  a  majority  in  principal  amount  of  the outstanding
Debentures  by  notice  to  the  Trustee  may  waive  a  past  Default  and  its
consequences,  except a Default under Section 6.01(1) or (2).  When a Default is
so  waived,  it  shall  be  deemed  cured  and  ceases.

     SECTION  6.05.     Control  by  Majority.  The  Holders  of  a  majority in
                        ---------------------
principal amount of outstanding Debentures may direct the time, method and place
of  conducting  any  proceeding  for  any  remedy  available  to  the Trustee or
exercising  any trust or power conferred on the Trustee; provided, however:  (i)
such  direction  shall  not  be  in  conflict  with any rule of law or with this
Indenture;  (ii)  the  Trustee  shall  not determine that the action so directed
would  be  unjustly  prejudicial  to the rights of any Holder not taking part in
such  direction; (iii) the Trustee shall have the right to decline to follow any
such  direction  if  the  Trustee, being advised by counsel, determines that the
action  so  directed  may  not lawfully be taken or if the Trustee in good faith
shall  determine  that  the proceedings so directed would involve it in personal
liability;  or  (iv)  the Trustee may take any other action deemed proper by the
Trustee  which  is  not inconsistent with such direction.  In the event that the
Trustee  takes  any  action or follows any direction pursuant to this Indenture,
the  Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion  against  all  risk,  loss or expense caused by taking such action or
following  such  direction.

     SECTION  6.06.     Limitation  of  Suits.  A Debentureholder may not pursue
                        ---------------------
any  remedy  with  respect  to this Indenture or the Debentures unless:  (i) the
Holder  gives  to  the  Trustee written notice of a continuing Event of Default;
(ii)  the  Holders  of  at  least  25%  in  principal  amount of the outstanding
Debentures  make  a  written  request to the Trustee to pursue the remedy; (iii)
such Holder or Holders offer and, if requested, provide to the Trustee indemnity
and security satisfactory to the Trustee against any loss, liability or expense;
(iv)  the  Trustee does not comply with the request within 60 days after receipt
of  the  request  and  the  offer  and, if requested, provision of indemnity and
security;  and  (v)  during  such  60-day  period  the  Holders of a majority in
principal  amount  of  the  Debentures  do  not  give  the  Trustee  a direction
inconsistent  with  such  request.

     A  Debentureholder  may  not  use this Indenture to prejudice the rights of
another  Debentureholder  or  to  obtain  a  preference or priority over another
Debentureholder.

     SECTION 6.07.     Rights of Holders to Receive Payment.  Subject to Article
                       ------------------------------------
Ten and notwithstanding any other provisions of this Indenture, the right of any
Holder  of  a  Debenture  to receive payment of principal of and interest on the
Debenture,  on  or after the respective due dates expressed in the Debenture, or
to  bring  suit  for  the  enforcement  of  any  such  payment  on or after such
respective  dates,  shall not be impaired or affected without the consent of the
Holder,  except  as  to  a  postponement  of an interest payment consented to as
provided  in  clause  (ii)  of  Section  9.02.

     SECTION  6.08.     Collection  Suit  by Trustee.  If an Event of Default in
                        ----------------------------
payment  of interest or principal specified in Section 6.01(1) or (2) occurs and
is  continuing,  the Trustee may recover judgment in its own name and as trustee
of  an  express  trust against the Company for the whole amount of principal and
interest  remaining  unpaid, together with interest on overdue principal and, to
the  extent  that  the  payment  of such interest is lawful, interest on overdue
installments  of  interest.

     SECTION  6.09.     Trustee  May  File Proof of Claim.  The Trustee may file
                        ---------------------------------
such  proofs  of  claim  and  other  papers  or documents as may be necessary or
advisable  in  order  to have the claims of the Trustee (including any claim for
compensation,  expenses,  disbursements  and advances of the Trustee, its agents
and counsel) and any predecessor Trustee and the Debentureholders allowed in any
judicial  proceedings  relative  to  the Company, its creditors or its property.
Nothing  herein  contained shall be deemed to authorize the Trustee to authorize
or  consent  to  or accept or adopt on behalf of any Debentureholder any plan of
reorganization,  arrangement, adjustment or composition affecting the Debentures
or  the  rights  of  any  Holder thereof, or to authorize the Trustee to vote in
respect  of  the  claim  of  any  Debentureholder  in  any  such  proceedings.


                                       12
<PAGE>
     SECTION  6.10.     Priorities.  If  the Trustee collects any money pursuant
                        ----------
to  this  Article  Six,  it  shall pay out the money in the following order: (i)
first,  to  the  Trustee  and  any predecessor Trustee for costs and expenses of
collection  of  such  monies  and for compensation payable to the Trustee or its
agents  and  counsel  and  all  other  expenses, liabilities, advances and other
amounts  incurred,  made  or  due under Section 7.07; (ii) second, to holders of
Senior  Indebtedness of the Company to the extent required by Article Ten; (iii)
third,  to  Debentureholders  for  amounts  due and unpaid on the Debentures for
principal  and  interest,  ratably,  without preference or priority of any kind,
according  to  the  amounts  due and payable on the Debentures for principal and
interest,  respectively; and (iv) fourth, to the Company.  The Trustee may fix a
record  date  and  payment  date for any payment to Debentureholders pursuant to
this  Section.

     SECTION  6.11.     Undertaking  for Costs.  In any suit for the enforcement
                        ----------------------
of  any  right or remedy under this Indenture or in any suit against the Trustee
for  any action taken or omitted by it as Trustee, a court in its discretion may
require  the  filing  by any party litigant in the suit of an undertaking to pay
the  costs  of  the  suit, and the court in its discretion may assess reasonable
costs,  including  reasonable attorneys' fees, against any party litigant in the
suit,  having due regard for the merits and good faith of the claims or defenses
made  by  the party litigant.  This Section 6.11 does not apply to a suit by the
Trustee,  a  suit  by  a Holder pursuant to Section 6.07 or a suit by Holders of
more  than  10%  in  principal  amount  of  the  outstanding  Debentures.

                                  ARTICLE SEVEN

                                    TRUSTEE
                                    -------

     SECTION  7.01.     Duties  of  Trustee.
                        -------------------

     (a)  If  an  Event  of  Default has occurred and is continuing, the Trustee
shall  exercise such of the rights and powers vested in it by this Indenture and
use  the  same  degree  of  care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

     (b)  Except  during the continuance of an Event of Default; (i) the Trustee
need perform only those duties that are specifically set forth in this Indenture
and no others; and (ii) in the absence of bad faith on its part, the Trustee may
conclusively  rely, as to the truth of the statements and the correctness of the
opinions  expressed  therein,  upon  certificates  or  opinions furnished to the
Trustee  and  conforming  to  the  requirements  of this Indenture; the Trustee,
however,  shall  examine  the  certificates and opinions submitted in accordance
with  Section 11.03 to determine whether or not they conform to the requirements
of  this  Indenture.

     (c)  The  Trustee  may not be relieved from liability for its own negligent
action,  its  own negligent failure to act or its own willful misconduct, except
that:  (i)  this  paragraph  does  not limit the effect of paragraph (b) of this
Section  7.01;  (ii)  the  Trustee shall not be liable for any error of judgment
made  in  good  faith  by  a  Responsible  Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee
shall not be liable with respect to any action it takes or omits to take in good
faith  in  accordance  with a direction received by it pursuant to Section 6.05.

     (d)  Every  provision  of  this  Indenture  that  in any way relates to the
Trustee  is  subject  to  paragraphs  (a),  (b)  and  (c)  of this Section 7.01.

     (e)  The  Trustee  may  refuse to perform any duty or exercise any right or
power or risk its own funds or otherwise incur any financial liability unless it
receives  indemnity  satisfactory  to  it against any and all loss, liability or
expense.

     (f)  The  Trustee shall not be liable for interest on any money received by
it  except  as  the  Trustee  may  agree  with  Company.


                                       13
<PAGE>
     (g)  Money  held  in trust by the Trustee need not be segregated from other
funds  except  to  the  extent  required  by  law.

     SECTION  7.02.     Rights  of  Trustee.  Subject  to  Section  7.01:
                        -------------------

     (a)  The  Trustee may rely on any document believed by it to be genuine and
to  have  been  signed  or presented by the proper person.  The Trustee need not
investigate  any  fact  or  matter  stated  in  the  document.

     (b)  Before  the  Trustee  acts  or refrains from acting, it may require an
Officers'  Certificate  or  an  Opinion of Counsel, which shall conform with the
provisions  of  Section 11.04. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or opinion.

     (c)  The  Trustee  may  act through agents and shall not be responsible for
the  misconduct  or  negligence  of  any  agent  appointed  with  due  care.

     (d)  The  Trustee  shall  not be liable for any action it takes or omits to
take  in  good  faith which it believes to be authorized or within its rights or
powers.

     (e)  The Trustee may consult with counsel and the advice or opinion of such
counsel  as  to  matters  of  law  shall  be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it  hereunder in good faith and in accordance with the advice or opinion of such
counsel.

     (f)  The Trustee shall be under no obligation to exercise any of the rights
or  powers  vested in it by this Indenture at the request, order or direction of
any  of  the  Holders  of  the  Debentures,  pursuant  to the provisions of this
Indenture,  unless  such  Holders shall have offered to the Trustee security and
indemnity,  satisfactory  to  the  Trustee  in  its sole discretion, against all
costs,  expenses  and liabilities which might be incurred by the Trustee therein
or  thereby.

     (g)  The  Trustee shall not be obligated 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
any  other paper or document; provided, however, the Trustee, in its discretion,
may  make such further inquiry or investigation into such facts or matters as it
may  see fit.  Nothing contained in this Indenture shall create any liability to
the  Trustee  in the event it elects to make or not to make a further inquiry or
investigation  to  which  it  is  entitled  as  aforesaid.

     SECTION  7.03.     Individual  Rights  of  Trustee.  The  Trustee  in  its
                        -------------------------------
individual  or  any other capacity may become the owner or pledgee of Debentures
and  may  otherwise deal with the Company or its Affiliates with the same rights
it  would  have if it were not the Trustee.  Any Agent may do the same with like
rights.  The  Trustee,  however,  must  comply  with  Sections  7.10  and  7.11.

     SECTION  7.04.     Trustee's  Disclaimer.  The  Trustee  shall  not  be
                        ---------------------
responsible  for  and  makes no representation as to the validity or adequacy of
this  Indenture or the Debentures; it shall not be accountable for the Company's
use  of  the proceeds from the Debentures; and, subject to any liabilities which
may be found to exist under the provisions of the Federal securities laws, shall
not  be  responsible  for  any statement of the Company in this Indenture or any
document  issued  in connection with the sale of the Debentures or any statement
in  the  Debentures  other  than  its  certificate  of  authentication or in any
prospectus  used  in  connection  with  the  sale of such Debentures, other than
statements  provided  in  writing  by  the  Trustee  for use in such prospectus.

     SECTION  7.05.     Notice  of  Defaults.  If  a  Default  occurs  and  is
                        --------------------
continuing  and  if  it  is known to the Trustee, the Trustee shall mail to each
Debentureholder  notice  of the Default within 90 days after it occurs, or if it
becomes known to the Trustee after such 90 days, as soon as practicable after it
becomes  known  to  the  Trustee.  Except in the case of a Default in payment of
principal  of or interest on any


                                       14
<PAGE>
Debenture  or any amounts due on redemption, the Trustee may withhold the notice
if  and  so  long as the board of directors of the Trustee, the executive or any
trust committee of such board and/or Responsible Officers of the Trustee in good
faith  determine(s)  that  withholding  the  notice  is  in  the  interest  of
Debentureholders.

     SECTION  7.06.     Reports  by  Trustees  to Holders.  Within 60 days after
                        ---------------------------------
each  May  15,  beginning  with  May  15,  2002,  the Trustee shall mail to each
Debentureholder  a  brief  report dated as of such May 15 that complies with TIA
313(a).  The  Trustee  also  shall  comply  with  TIA   313(b),  (c)  and  (d).

     A  copy  of each such report at the time of its mailing to Debentureholders
shall  be filed by the Company with the SEC and each stock exchange on which the
Debentures  are  listed.  The  Trustee  shall furnish the Company with copies of
such  reports  sufficiently  in  advance  of  its mailing to Debentureholders to
permit  the  Company to make such filings in a timely manner.  The Company shall
notify  the  Trustee  when  the  Debentures  are  listed  on any stock exchange.

     SECTION 7.07.     Compensation and Indemnity.  The Company shall pay to the
                       --------------------------
Trustee  such compensation for its services as the Company and the Trustee shall
from  time to time agree in writing.  The Trustee's compensation hereunder shall
not  be limited by any law on compensation relating to the trustee of an express
trust.  The  Company  shall  reimburse  the  Trustee upon request for reasonable
disbursements,  advances  and expenses incurred or made by it in connection with
its  duties  hereunder.  The Company shall indemnify each of the Trustee and any
predecessor  Trustee  against any loss or liability incurred by it in connection
with  the  administration  of  this  trust  and  the  performance  of its duties
hereunder,  including  the  reasonable expenses and attorneys' fees of defending
itself  against  any  claim  of  liability arising hereunder.  The Company shall
defend  any  claim  against  the  Trustee  of which the Company has notice.  The
Trustee  may  have  separate  counsel, and if it does, the Company shall pay the
reasonable  fees  and  expenses of such counsel.  The Company need not reimburse
any  expenses or indemnify against any loss or liability incurred by the Trustee
through  the  Trustee's  negligence  or  bad  faith.

     The  obligations  of  the  Company under this Section 7.07 to indemnify and
compensate  the  Trustee  to  pay  or  reimburse  the Trustee for such expenses,
disbursements,  and  advances  shall  constitute  Indebtedness.  To  secure  the
Company's  payment  obligations  in  this Section, the Trustee shall have a lien
prior  to  the  Debentures  on  all  money  or property held or collected by the
Trustee, except that held in trust to pay principal of or interest on particular
Debentures.

     When  the  Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in Section 6.01(4) or (5), the expenses and the
compensation  for  the  services  are  intended  to  constitute  expenses  of
administration  under  any  Bankruptcy  Law.

     The  obligations  of  the Company under this Section 7.07 shall survive the
satisfaction  and  discharge  of  this  Indenture.

     SECTION  7.08.     Replacement of Trustee.  A resignation or removal of the
                        ----------------------
Trustee  and  the appointment of a successor Trustee shall become effective only
upon  the  successor  Trustee's  acceptance  of  appointment as provided in this
Section.  The  Trustee may resign by so notifying the Company.  The Holders of a
majority  in  principal  amount  of  the  outstanding  Debentures may remove the
Trustee by so notifying the Trustee and the Company, and may appoint a successor
Trustee with the Company's consent.  The Company may remove the Trustee if:  (i)
the  Trustee  fails  to comply with Section 7.10; (ii) the Trustee is adjudged a
bankrupt  or an insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

     If  the  Trustee resigns or is removed or if a vacancy exists in the office
of  Trustee  for  any  reason,  the  Company  shall promptly appoint a successor
Trustee.


                                       15
<PAGE>
     A  successor  Trustee shall deliver a written acceptance of its appointment
to  the  retiring  Trustee  and  to  the  Company.  Immediately  thereafter, the
retiring  Trustee  shall  transfer  all  property  held  by it as Trustee to the
successor  Trustee  (subject  to  the  lien  provided  for in Section 7.07), the
resignation  or  removal of the retiring Trustee shall become effective, and the
successor  Trustee  shall  have all the rights, powers and duties of the Trustee
under  this  Indenture.  A successor Trustee shall mail notice of its succession
to  each  Debentureholder.

     If  a  successor  Trustee  does  not  take  office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders  of  a  majority  in  principal amount of the outstanding Debentures may
petition  any court of competent jurisdiction for the appointment of a successor
Trustee.

     If  the  Trustee fails to comply with Section 7.10, any Debentureholder may
petition  any court of competent jurisdiction for the removal of the Trustee and
the  appointment  of a successor Trustee, provided, however, that if the Trustee
shall fail to comply with TIA   310(b)(i), only a Debentureholder who has been a
bona fide holder of the Debentures for at least six months and has requested the
Trustee  in  writing  to  comply with such provision may so petition such court.

     SECTION  7.09.     Successor  Trustee  by  Merger,  etc.  If  the  Trustee
                        ------------------------------------
consolidates with, merges or converts into or transfers all or substantially all
of  its  corporate  trust  business  to,  another  corporation,  the  successor
corporation  without  any  further  act  shall  be  the  successor  Trustee.

     SECTION  7.10.     Eligibility; Disqualification.  There shall at all times
                        -----------------------------
be a trustee hereunder which shall be a corporation organized and doing business
under  the  laws  of  the United States or of any state thereof authorized under
such laws to exercise corporate trust powers, shall be subject to supervision or
examination by Federal or state authority and shall at all times have a combined
capital  and  surplus of at least $1,000,000.  If such trustee publishes reports
of  condition  at least annually, pursuant to law or to the requirements of said
supervisory  or examining authority, then for the purposes of this Section 7.10,
the  combined  capital  and  surplus  of  such trustee shall be deemed to be its
combined  capital  and  surplus as set forth in its most recent published annual
report  of  condition.

     This  Indenture  shall always have a trustee who satisfies the requirements
of TIA   310(a)(1) and (2).  The Trustee shall comply with TIA   310(b) and, for
purposes  of  TIA  310(b)(1),  the following indentures satisfy the requirements
for  such  exclusion  set forth in TIA   310(b)(1)(i): the Indenture dated as of
June  1,  1995, by and between the Company and The Bank of New York, as Trustee,
the  Indenture  dated as of November 1, 1995, by and between the Company and The
Bank  of  New  York,  as Trustee, the Indenture dated as of June 1, 1996, by and
between the Company and The Bank of New York, as Trustee, the Indenture dated as
of  November  1,  1996,  by and between the Company and The Bank of New York, as
Trustee,  the  Indenture dated as of May 1, 1997, by and between the Company and
The Bank of New York, as Trustee, the Indenture dated as of December 1, 1998, by
and  between  the  Company  and  the Bank of New York, as Trustee, the Indenture
dated  as  of July 1, 1999, by and between the Company and The Bank of New York,
as  Trustee,  the  Indenture  dated as of September 15, 2000, by and between the
Company  and  The Bank of New York, as Trustee, the Indenture dated as of August
1,  2001,  by  and  between  the Company and The Bank of New York, the Indenture
dated  as  of  February  1, 2002, by and between the Company and The Bank of New
York,  the  Indenture dated as of August 1, 2002, by and between the Company and
The  Bank of New York, the Indenture dated as of January 1, 2003, by and between
the Company and The Bank of New York,  the Indenture dated as of August 1, 2003,
by  and  between the Company and The Bank of New York, the Indenture dated as of
December  1,  2003, by and between the Company and The Bank of New York, and the
Indenture dated as of June 1, 2004 between the Company and The Bank of New York.
The  Bank  of  New  York  presently serves as trustee under each such indenture.

     SECTION  7.11.     Preferential  Collection  of Claims Against the Company.
                        -------------------------------------------------------
The  Trustee  shall  be  subject  to  TIA   311(a),  excluding  any  creditor
relationship arising as provided in TIA   311(b).  A Trustee who has resigned or
been  removed  shall  be  subject  to  TIA   311(a)  to  the  extent  indicated.


                                       16
<PAGE>
     SECTION 7.12.     Paying Agents.  The Company shall cause each Paying Agent
                       -------------
other  than  the  Trustee  to  execute  and  deliver  to  it  and the Trustee an
instrument  in  which  such  Agent  shall agree with the Trustee, subject to the
provisions  of this Section 7.12; (i) that it will hold sums held by it as Agent
for the payment of principal of or interest on the Debentures (whether such sums
have  been  paid  to  it  by the Company or by any obligor on the Debentures) in
trust  for  the  benefit  of Holders of the Debentures; (ii) that it will at any
time  during  the continuance of any Event of Default, upon written request from
the  Trustee, deliver to the Trustee all sums so held in trust by it; (iii) that
it  will  give  the  Trustee  written  notice  within three Business Days of any
failure  of  the Company (or by any obligor on the Debentures) in the payment of
any  installment of the principal of or interest on the Debentures when the same
shall  be  due  and payable; and (iv) that it will comply with the provisions of
the  TIA  applicable  to  it.

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE
                             ----------------------

     SECTION  8.01.     Termination  of  the Company's Obligations.  The Company
                        ------------------------------------------
may  terminate all of its obligations under the Debentures and this Indenture if
all  Debentures  previously  authenticated  and delivered (other than destroyed,
lost  or stolen Debentures which have been replaced or paid) have been delivered
to  the  Trustee  for  cancellation  or  if:

          (1)  the  Debentures  mature  within one year or all of them are to be
     called  for  redemption  within one year under arrangements satisfactory to
     the  Trustee  for  giving  the  notice  of  redemption;

          (2)  the  Company irrevocably deposits in trust with the Trustee money
     or  direct  non-callable  obligations  of,  or  non-callable  obligations
     guaranteed  by,  the  United  States  for the payment of which guarantee or
     obligation the full faith and credit of the United States is pledged ("U.S.
     Government  Obligations"),  sufficient  to pay principal of and interest on
     the  outstanding  Debentures to maturity or redemption, as the case may be,
     and  immediately after making the deposit, the Company shall give notice of
     such  event  to  the  Debentureholders;  provided,  however,  that  if such
     irrevocable  deposit  in  trust with the Trustee of cash or U.S. Government
     Obligations is made, the Company shall have delivered to the Trustee either
     an Opinion of Counsel with no material qualifications in form and substance
     satisfactory  to  the  Trustee to the effect that Holders of the Debentures
     (i) will not recognize income, gain or loss for Federal income tax purposes
     as  a result of such deposit (and the defeasance contemplated in connection
     therewith)  and  (ii)  will  be  subject  to Federal income tax on the same
     amounts and in the same manner and at the same times as would have been the
     case  if  such  deposit  and  defeasance had not occurred, or an applicable
     favorable  ruling  to  that  effect  is  received  from or published by the
     Internal  Revenue  Service;

          (3) the Company has paid or caused to be paid all sums then payable by
     the  Company  to  the Trustee hereunder as of the date of such deposit; and

          (4)  the Company has delivered to the Trustee an Officers' Certificate
     and  an  Opinion  of  Counsel,  each  stating that all conditions precedent
     provided  for  herein  relating  to  the satisfaction and discharge of this
     Indenture have been complied with. The Company's obligations in paragraph 9
     of  the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07
     and  8.03,  however,  shall  survive  until  the  Debentures  are no longer
     outstanding.  Thereafter, the Company's obligations in such paragraph 9 and
     in  Sections  7.07  and  8.03  shall  survive.

     After such irrevocable deposit and delivery of an Officers' Certificate and
Opinion of Counsel pursuant to this Section 8.01, the Trustee upon request shall
acknowledge  in  writing  the  discharge  of the Company's obligations under the
Debentures  and  this Indenture except for those surviving obligations specified
above.


                                       17
<PAGE>
     SECTION  8.02.     Application  of  Trust Money.  The Trustee shall hold in
                        ----------------------------
trust  money  and  U.S.  Government  Obligations  deposited  with it pursuant to
Section  8.01.  It  shall apply the deposited money through the Paying Agent and
in accordance with this Indenture to the payment of principal of and interest on
Debentures.  Money and U.S. Government Obligations so held in trust shall not be
subject  to  Article  Ten.

     SECTION  8.03.     Repayment  to the Company.  Subject to Section 7.07, the
                        -------------------------
Trustee  and the Paying Agent shall promptly pay to the Company upon request any
excess money or securities held by them at any time.  The Trustee and the Paying
Agent  shall  pay  to  the  Company  upon request any money held by them for the
payment  of principal or interest that remains unclaimed for two years, provided
such request is made by the Company within one year after the expiration of such
two  year  period  that  such  money remains unclaimed.  Thereafter, the Company
shall  have no right to request repayment of unclaimed money, and such unclaimed
money shall be held and disposed of by the Trustee in accordance with applicable
law.  The Trustee and the Paying Agent shall have no right to request or require
that  the  Company  accept  repayment  of  any  unclaimed  money.

     The  Trustee  or  the  Paying  Agent,  before  being  required  to make any
repayment  to  the Company of unclaimed money, may at the expense of the Company
mail  to  each Holder who has failed to claim a payment of interest or principal
which  is  due,  notice that such money remains unclaimed and that, after a date
specified  therein  (which  shall not be less than 30 days from the date of such
mailing),  any  unclaimed balance of such money then remaining will be repaid to
the  Company.  After  payment  to the Company, Debentureholders entitled to such
money  must  look  to  the  Company  for  payment  as  general  creditors unless
applicable  abandoned  property law designates another person, and all liability
of the Trustee or Paying Agent with respect to such money shall thereupon cease.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS
                       -----------------------------------

     SECTION  9.01.     Without  Consent  of  Holders.  The  Company,  with  the
                        -----------------------------
consent  of  Trustee,  may  amend or supplement this Indenture or the Debentures
without notice to or consent of any Debentureholder:  (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Section 5.01; or (iii) to
make  any  change  that  does  not  adversely  affect  the  rights  of  any
Debentureholder.  The  Trustee  shall  not  be  obligated  to  enter  into  any
supplemental  indenture which affects its own rights, duties or immunities under
this  Indenture.

     SECTION  9.02.     With  Consent of Holders.  The Company, with the consent
                        ------------------------
of the Trustee, may amend or supplement this Indenture or the Debentures without
notice to any Debentureholder, but with the written consent of the Holders of at
least a majority in principal amount of the outstanding Debentures.  The Holders
of  a  majority  in  principal  amount  of  the outstanding Debentures may waive
compliance by the Company with any provision of this Indenture or the Debentures
without  notice  to  any  Debentureholder.  Without  the  consent  of  each
Debentureholder affected, however, an amendment, supplement or waiver, including
a  waiver pursuant to Section 6.04, may not: (i) reduce the amount of Debentures
whose  Holders  must  consent to an amendment, supplement or waiver; (ii) reduce
the  rate of or extend the time for payment of interest on any Debenture (except
that  Holders  of  not  less  than  75%  in  principal amount of all outstanding
Debentures  may  consent,  on  behalf  of  the Holders of all of the outstanding
Debentures,  to  the  postponement  of  any  interest  payment  for a period not
exceeding  three  years  from  its  due  date); (iii) reduce the principal of or
extend  the fixed maturity of any Debenture; (iv) waive a default in the payment
of the principal of or interest on, or other redemption payment with respect to,
any Debenture, (v) make any Debenture payable in money other than that stated in
the  Debenture;  (vi)  make any change in Article Ten that adversely affects the
rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or
the  third  sentence  of  this  Section  9.02.

     After  an  amendment,  supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders a notice briefly describing the
amendment.


                                       18
<PAGE>
     It shall not be necessary for the consent of the Holders under this section
to  approve  the particular form of any proposed amendment or supplement, but it
shall  be  sufficient  if  such  consent  approved  the  substance  thereof.

     Upon  the  request of the Company, accompanied by a resolution of the Board
of Directors or any duly authorized committee thereof, authorizing the execution
of  any  such  supplemental  indenture,  and upon the filing with the Trustee of
evidence  satisfactory  to the Trustee of the consent of the Debentureholders as
aforesaid,  the  Trustee  shall  join  with  the  Company  in  execution of such
supplemental  indenture unless such supplemental indenture affects the Trustee's
own  rights,  duties  or  immunities  under  this  Indenture.

     SECTION  9.03.     Execution  of Supplemental Indentures.  In executing, or
                        -------------------------------------
accepting  the additional trust created by, any supplemental indenture permitted
by  this  Article  or  the  modifications  thereby of the trusts created by this
Indenture,  the  Trustee  shall  be entitled to receive, and (subject to Section
7.01)  shall  be  fully protected in relying upon, an Opinion of Counsel stating
that  the execution of such supplemental indenture is authorized or permitted by
this  Indenture.  The Trustee may, but shall not be obligated to, enter into any
such  supplemental  indenture  which  affects  the Trustee's own rights, duties,
liabilities  or  immunities  under  this  Indenture  or  otherwise.

     SECTION  9.04.     Compliance with Trust Indenture Act.  Every amendment to
                        -----------------------------------
or  supplement  of this Indenture or the Debentures shall comply with the TIA as
then  in  effect.

     SECTION  9.05.     Revocation  and Effect of Consents.  Until an amendment,
                        ----------------------------------
supplement or waiver becomes effective, a consent to an amendment, supplement or
waiver  by  a  Holder  of  a Debenture is a continuing consent by the Holder and
every  subsequent  Holder  of  that  Debenture or portion of that Debenture that
evidences  the  same debt as the consenting Holder's Debenture, even if notation
of  the  consent  is  not  made on any Debenture.  Any such Holder or subsequent
Holder,  however,  may  revoke  the  consent as to his Debenture or portion of a
Debenture.  Such  revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.  An amendment, supplement or waiver shall become effective on receipt
by  the Trustee of written consents from the Holders of the requisite percentage
in  principal  amount  of  the  outstanding  Debentures.

     The  Company  may, but shall not be obligated to, fix a record date for the
purpose  of  determining  the  persons  entitled  to  consent  to  any indenture
supplemental  hereto.  If  a  record  date  is fixed, the Holders on such record
date, or their duly designated proxies, and only such persons, shall be entitled
to  consent  to  such supplemental indenture, whether or not such Holders remain
Holders  after  such  record date; provided, that unless such consent shall have
become  effective  by  virtue  of  the requisite percentage having been obtained
prior  to  the date which is six months after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled  and  of  no  further  effect.

     After  an  amendment, supplement or waiver becomes effective, it shall bind
every  Debentureholder  unless it makes a change described in any of clauses (i)
through (vii) of Section 9.02.  In that case the amendment, supplement or waiver
shall  bind  each  Holder  of  a  Debenture  who  has  consented to it and every
subsequent  Holder  of  a Debenture or portion of a Debenture that evidences the
same  debt  as  the  consenting  Holder's  Debenture  (except that an amendment,
supplement  or wavier postponing any interest payment for a period not exceeding
three years from its due date shall, as provided in clause (ii) of Section 9.02,
bind  all  Debentureholders  upon the consent of Holders of not less than 75% in
principal  amount  of  all  outstanding  Debentures).

     SECTION  9.06.     Notation on or Exchange of Debentures.  If an amendment,
                        -------------------------------------
supplement  or  waiver changes the terms of a Debenture, the Trustee may require
the Holder of the Debenture to deliver it to the Trustee.  The Trustee may place
an  appropriate  notation on the Debenture about the changed terms and


                                       19
<PAGE>
return  it  to  the  Holder.  Alternatively,  if  the  Company or the Trustee so
determines,  the  Company  in  exchange  for  the  Debenture shall issue and the
Trustee  shall  authenticate  a  new  Debenture that reflects the changed terms.
Failure  to  make  the  appropriate  notation or issue a new Debenture shall not
affect  the  validity  and  effect  of  such  amendment,  supplement  or waiver.

     SECTION  9.07.     Trustee  to  Sign  Amendments, etc.  The Trustee may but
                        ----------------------------------
need  not  sign  any amendment, supplement or waiver authorized pursuant to this
Article  if  the amendment, supplement or waiver adversely affects the rights of
the  Trustee.  The Trustee shall be entitled to request and receive an indemnity
satisfactory  to  it  before  signing  any  amendment,  supplement  or  waiver.

                                   ARTICLE TEN

                                  SUBORDINATION
                                  -------------

     SECTION  10.01.  Agreement to Subordinate.  The Company, for itself and its
                      ------------------------
successors,  and  each  Holder, by his acceptance of Debentures, agrees that the
payment  of  the  principal  of,  interest  on  or  any other amounts due on the
Debentures  is subordinated in right of payment, to the extent and in the manner
stated  in  this  Article  Ten,  to  the  prior  payment  in  full of all Senior
Indebtedness.  Each  Holder  by  his acceptance of the Debentures authorizes and
directs  the  Trustee  on  his behalf to take such action as may be necessary or
appropriate  to  effectuate,  as  between the holders of Senior Indebtedness and
such  Holder,  the  subordination  provided in this Article Ten and appoints the
Trustee  his  attorney-in-fact  for  such  purpose.

     This Article Ten shall constitute a continuing offer to all persons who, in
reliance  upon  such  provisions, become holders of, or continue to hold, Senior
Indebtedness,  and  such provisions of this Article Ten are made for the benefit
of  the holders of Senior Indebtedness, and such holders are made obligees under
this  Article  Ten  and  they and/or each of them may enforce such provisions of
this Article Ten.  The Trustee has no fiduciary duties or obligations to holders
of  Senior  Indebtedness.

     "Senior  Indebtedness" means Indebtedness of the Company outstanding at any
time,  whether outstanding on the date hereof or hereafter created, which (i) is
secured,  in  whole or in part, by any asset or assets owned by the Company or a
Subsidiary,  or  (ii)  arises  from  unsecured  borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clause  (ii),  (iii)  or  (iv)  above.

     SECTION  10.02.  Debentures  Subordinated  to  Prior  Payment of All Senior
                      ----------------------------------------------------------
Indebtedness on Dissolution, Liquidation or Reorganization of the Company.  Upon
    ---------------------------------------------------------------------
any  distribution  of  assets  of  the  Company  in any dissolution, winding up,
liquidation  or reorganization of the Company (whether in bankruptcy, insolvency
or  receivership  proceedings or upon an assignment for the benefit of creditors
or  otherwise);

     (a)  the  holders  of  all  Senior  Indebtedness shall first be entitled to
receive payment in full of all principal thereof, interest due thereon and other
amounts due thereon before the Holders of the Debentures are entitled to receive
any  payment  on  account  of  the  principal  of or interest on the Debentures;


                                       20
<PAGE>
     (b)  any  payment  or  distribution of assets of the Company of any kind or
character,  whether in cash, property or securities, to which the Holders of the
Debentures  or  the  Trustee on behalf of the Holders of the Debentures would be
entitled  except  for  the  provisions  of  this Article Ten, including any such
payment  or  distribution  which  may be payable or deliverable by reason of the
payment  of  any  other  indebtedness  of  the Company being subordinated or the
payment  of the Debentures, shall be paid by the liquidating trustee or agent or
other  person making such payment or distribution directly to the holders of the
Senior  Indebtedness or their representative (pro rata as to each such holder or
representative  on  the  basis  of  the  respective  amounts  of  unpaid  Senior
Indebtedness  held  or  represented  by  each),  to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid, after giving effect
to  any  concurrent payment or distribution or provision therefor to the holders
of  such  Senior  Indebtedness,  except  that Holders of the Debentures shall be
entitled  to  receive securities that are subordinated to Senior Indebtedness to
at  least  the  same  extent  as  the  Debentures;  and

     (c)  in  the  event  that  notwithstanding the foregoing provisions of this
Section  10.02, any payment or distribution of assets of the Company of any kind
or  character,  whether  in  cash,  property  or  securities, including any such
payment  or  distribution  which  may be payable or deliverable by reason of the
payment  of  any  other  indebtedness  of  the Company being subordinated to the
payment  of  the  Debentures, shall be received by the Trustee or the Holders of
the  Debentures  on account of principal of or interest on the Debentures before
all  Senior  Indebtedness  is  paid in full, or effective provision made for its
payment,  such  payment  or  distribution (subject to the provisions of Sections
10.05  and 10.06) shall be received and held in trust for and shall be paid over
to  the holders of the Senior Indebtedness remaining unpaid or unprovided for or
their  representative  (pro  rata  as  provided  in  subsection  (b) above), for
application  to  the  payment  of such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment  or  distribution  or  provision  therefor to the holders of such Senior
Indebtedness, except that Holders of the Debentures shall be entitled to receive
securities  that  are  subordinated  to Senior Indebtedness to at least the same
extent  as  the  Debentures.

The  Company shall give prompt written notice to the Trustee of any dissolution,
winding  up,  liquidation or reorganization of the Company and of any fact known
to  the  Company  which  would  prohibit  the making of any payment to or by the
Trustee  in  respect  of  the  Debentures.

     SECTION  10.03.  Debentureholders  to be Subrogated to Rights of Holders of
                      ----------------------------------------------------------
Senior  Indebtedness.  Subject to the payment in full of all Senior Indebtedness
  ------------------
pursuant  to this Article Ten, the Holders of the Debentures shall be subrogated
equally  and  ratably  to the right of the holders of the Senior Indebtedness to
receive  payments  or  distributions  of assets of the Company applicable to the
Senior  Indebtedness  until all amounts owing on the Debentures shall be paid in
full,  and  for  the purpose of such subrogation no payments or distributions to
the  holders  of the Senior Indebtedness by or on behalf of the Company or by or
on  behalf  of the Holders of the Debentures by virtue of this Article Ten which
otherwise  would have been made to the Holders of the Debentures shall, as among
the Company, its creditors other than holders of the Senior Indebtedness and the
Holders  of  the  Debentures,  be  deemed  to be payment by the Company to or on
account  of  the Senior Indebtedness, it being understood that the provisions of
this  Article  Ten  are intended solely for the purpose of defining the relative
rights of the Holders of the Debentures, on the one hand, and the holders of the
Senior  Indebtedness,  on  the  other  hand.

     SECTION 10.04.  Obligation of the Company Unconditional.  Nothing contained
                     ---------------------------------------
in  this  Article  Ten  or  elsewhere  in  this Indenture or in any Debenture is
intended  to  or  shall impair, as between the Company, its creditors other than
Holders of Senior Indebtedness and the Holders of the Debentures, the obligation
of  the  Company,  which is absolute and unconditional, to pay to the Holders of
the  Debentures  the principal of and interest on the Debentures as and when the
same shall become due and payable in accordance with their terms, or is intended
to  or  shall  affect  the  relative rights of the Holders of the Debentures and
creditors of the Company, other than the holders of the Senior Indebtedness, nor
shall  anything  herein  or  therein  prevent  the  Trustee or the Holder of any
Debenture  from  exercising  all  remedies otherwise permitted by applicable law
upon  default  under  this  Indenture, subject to the rights, if any, under this
Article  Ten  of the holders of Senior Indebtedness in respect of cash, property
or  securities


                                       21
<PAGE>
of  the  Company  received  upon  the  exercise  of  any  such  remedy. Upon any
distribution  of  assets  of  the  Company  referred to in this Article Ten, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders of
the  Debentures  shall  be entitled to rely upon any order or decree made by any
court  of  competent  jurisdiction  in  which  such  dissolution,  winding  up,
liquidation  or  reorganization proceedings are pending, or a certificate of the
liquidating  trustee  or  agent  or  other person making any distribution to the
Trustee  or  the  Holders of the Debentures, for the purpose of ascertaining the
persons  entitled to participate in such distribution, the holders of the Senior
Indebtedness  and  other  Indebtedness  of  the  Company,  the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts  pertinent  thereto  or  to  this  Article  Ten.

     Nothing  contained in this Article Ten or elsewhere in this Indenture or in
any  Debenture  is  intended to or shall affect the obligation of the Company to
make  or prevent the Company from making, at any time except during the pendency
of  any  dissolution,  winding-up,  liquidation  or  reorganization  proceeding,
payments  at  any  time  of  the  principal  of  or  interest on the Debentures.

     SECTION  10.05.  Knowledge  of  Trustee.  Notwithstanding any provisions of
                      ----------------------
this  Indenture,  the  Trustee shall not be charged with actual knowledge of the
existence  of any facts which would prohibit the making of any payment of monies
to  or  by  the  Trustee, or the taking or not taking of any other action by the
Trustee, until two Business Days after the Trustee through a Responsible Officer
shall have received written notice thereon from the Company, any Debentureholder
or  any  Paying  Agent  or  the  holder or representative of any class of Senior
Indebtedness.

     SECTION  10.06.  Application by Trustee of Monies Deposited With It.  If at
                      --------------------------------------------------
least  two  Business  Days  prior  to  the  date  on  which by the terms of this
Indenture  any  monies deposited with the Trustee or any Paying Agent may become
payable  for  any  purpose (including, without limitation, the payment of either
the  principal  of  or the interest on any Debenture) the Trustee shall not have
received  with  respect to such monies the notice provided for in Section 10.05,
then  the Trustee shall have full power and authority to receive such monies and
to  apply  the same to the purpose for which they were received and shall not be
affected  by  any notice to the contrary which may be received by it on or after
such  date.  This  Section  shall  be  construed  solely  for the benefit of the
Trustee and Paying Agent and shall not otherwise affect the rights of holders of
Senior  Indebtedness.

     SECTION  10.07.  Subordination  Rights Not Impaired by Acts or Omissions of
                      ----------------------------------------------------------
the  Company  or  Holders  of  Senior  Indebtedness.  No right of any present or
---------------------------------------------------
future  holders  of any Senior Indebtedness to enforce subordination as provided
herein  shall  at  any  time  in any way be prejudiced or impaired by any act or
failure  to  act  on the part of the Company or by any act or failure to act, in
good  faith, by any such holder, or by any noncompliance by the Company with the
terms  of  this  Indenture,  regardless  of any knowledge thereof which any such
holder  may  have  or  be  otherwise  charged  with.  The  holders  of  Senior
Indebtedness  may  extend,  renew,  modify  or  amend  the  terms  of the Senior
Indebtedness  or  any  security  therefor  and  release,  sell  or exchange such
security  and  otherwise deal freely with the Company, all without affecting the
liabilities  and obligations of the parties to the Indenture or the Holders.  No
provision  in  any supplemental indenture which affects the superior position of
the  holders of any then existing Senior Indebtedness shall be effective against
the  holders  of  the  Senior  Indebtedness  who  have  not  consented  thereto.

     SECTION  10.08.  Debentureholders  Authorize  Trustee  to  Effectuate
                      ----------------------------------------------------
Subordination  of  Debentures.  Each  Holder  of  the  Debentures  by acceptance
-----------------------------
thereof  authorizes  and expressly directs the Trustee on its, his or her behalf
to take such action as may be necessary or appropriate in the sole discretion of
the  Trustee  to  effectuate  the subordination provided in this Article Ten and
appoints  the  Trustee  its,  his  or  her  attorney-in-fact  for  such purpose,
including,  in  the  event  of  any  dissolution,  winding  up,  liquidation  or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings  or  upon  an assignment for the benefit of creditors or otherwise),
the  immediate  filing  of  a  claim  for  the unpaid balance of its, his or her
Debentures  in  the form required in said proceedings and cause said claim to be
approved; provided, however, that the Trustee shall not be liable for any action
or  failure to act in accordance with this Article Ten.  If the Trustee does not
file  a  proper  claim  or proof of


                                       22
<PAGE>
debt  in  the  form  required  in  such  proceeding  prior to 30 days before the
expiration  of the time to file such claim or claims, then the holders of Senior
Indebtedness  have  the  right  to  file  and  are  hereby authorized to file an
appropriate  claim  for  and  on  behalf  of  the  Holders  of  said Debentures.

     SECTION  10.09.  Right of Trustee to Hold Senior Indebtedness.  The Trustee
                      --------------------------------------------
shall  be entitled to all of the rights set forth in this Article Ten in respect
of  any  Senior  Indebtedness  at  any time held by it to the same extent as any
other  holder  of  Senior  Indebtedness,  and nothing in this Indenture shall be
construed  to  deprive  the  Trustee  of  any  of  its  rights  as  such holder.

     SECTION  10.10.  Article Ten Not to Prevent Events of Default.  The failure
                      --------------------------------------------
to  make  a payment on account of principal shall not be construed as preventing
the  occurrence  of  an  Event  of  Default  under  Section  6.01.

     SECTION  10.11.  No  Fiduciary  Duty  Created  to  Holders  of  Senior
                      -----------------------------------------------------
Indebtedness.  With  respect  to the holders of Senior Indebtedness, the Trustee
undertakes  to  perform or to observe only such of its covenants and obligations
as  are  specifically set forth in this Article Ten, and no implied covenants or
obligations  with  respect  to  the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to owe
any  fiduciary  duty  to  the  holders  of  Senior Indebtedness by virtue of the
provisions  of  this  Article  Ten.

     SECTION  10.12.  Trustee's  Compensation  Not  Prejudiced.  Nothing in this
                      ----------------------------------------
Article  Ten shall apply to amounts due to the Trustee pursuant to Section 7.07.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS
                                  -------------

     SECTION  11.01.  Trust  Indenture  Act  Controls.  If any provision of this
                      -------------------------------
Indenture  limits,  qualifies  or  conflicts  with  another  provision  which is
required  to  be  included  in this Indenture by the TIA, the required provision
shall  control.

     SECTION 11.02.  Notices.  Any notice or communication shall be sufficiently
                     -------
given  if  in  writing  and  delivered  or  mailed  as  follows:

     (a)     Notices  or  communications  to the Company or the Trustee shall be
given  only  by  hand  delivery  or by certified or registered first class mail,
return receipt requested, or by facsimile transmission promptly followed by hand
delivery  or certified or registered first class mail, return receipt requested,
as  follows:

     If  to  the  Company,  addressed  to:

                  INTERVEST  MORTGAGE  CORPORATION
                  One  Rockefeller  Plaza,  Suite  400
                  New  York,  New  York  10020-2002

     If  to  the  Trustee,  addressed  to:

                  THE  BANK  OF  NEW  YORK
                  101  Barclay  Street  -  12W
                  New  York,  New  York  10286
                  Attention:  Corporate  Trust  Department

     Any  notice  or communication to the Company or the Trustee shall be deemed
given on the day delivered and receipted for if delivered by hand, or on the day
the  return  receipt  card  is signed on behalf of the Company or the Trustee if
sent  by  certified or registered mail.  The Company or the Trustee by


                                       23
<PAGE>
notice  to  the  other  and  to  Debentureholders  may  designate  additional or
different  addresses  for  subsequent  notices  or  communications.

     (b)  Notices  or  communications  to  a  Debentureholder shall be mailed by
first  class  mail  to  such Debentureholder at the address which appears on the
registration  books  of  the  Registrar  and shall be sufficiently given to such
Debentureholder  if  so  mailed  within  the  time  prescribed.

     Failure  to  mail  a  notice  or  communication to a Debentureholder or any
defect  in  it  shall  not  affect  its  sufficiency  with  respect  to  other
Debentureholders.  If  a  notice or communication is mailed to a Debentureholder
in  the  manner provided in this paragraph (b), it is duly given, whether or not
the  addressee  receives  it.  If the Company mails a notice or communication to
Debentureholders  it  shall  mail  a copy of such notice to the Trustee and each
Agent  at  the  same  time.

     SECTION  11.03.  Certificate  and Opinion as to Conditions Precedent.  Upon
                      ---------------------------------------------------
any  request  or  application  by  the Company to the Trustee to take any action
under  this  Indenture,  the  Company  shall  furnish  to  the  Trustee:  (i) an
Officers'  Certificate in form and substance satisfactory to the Trustee stating
that  all  conditions precedent, if any, provided for in this Indenture relating
to  the proposed actions have been complied with; and (ii) an Opinion of Counsel
in  form  and substance satisfactory to the Trustee stating that, in the opinion
of  such  counsel,  all  such  conditions  precedent  have  been  complied with.

     SECTION  11.04.  Statements  Required  in  Certificate  or  Opinion.  Each
                      --------------------------------------------------
certificate  or  opinion with respect to compliance with a condition or covenant
provided  for  in this Indenture shall include:  (i) a statement that the person
making  such  certificate or opinion has read such covenant or condition; (ii) a
brief  statement  as to the nature and scope of the examination or investigation
upon  which  the statements or opinions contained in such certificate or opinion
are  based;  (iii)  a statement that, in the opinion of such person, he has made
such  examination  or  investigation as is necessary to enable him to express an
informed  opinion  as  to  whether  or  not  such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
person,  such  condition  or  covenant  has  been  complied  with.

     SECTION  11.05.  Rules  by  Trustee  and  Agents.  The  Trustee  may  make
                      -------------------------------
reasonable  rules  for  action  by,  or  at a meeting of, Debentureholders.  The
Registrar  or  Paying  Agent  may  make  reasonable  rules  for  its  functions.

     SECTION  11.06.  Legal Holidays.  A "Legal Holiday" is a Saturday, a Sunday
                      --------------
or  a  day on which banking institutions are not required to be open in the City
of  New  York,  in  the  State  of New York, or in the city in which the Trustee
administers  its corporate trust business.  If a payment date is a Legal Holiday
at  a place of payment, payment may be made at such place on the next succeeding
day  that  is  not  a  Legal  Holiday,  and  no  interest  shall  accrue for the
intervening  period.

     SECTION  11.07.  Governing Law.  The laws of the State of New York, without
                      -------------
regard  to  the  principles of conflicts of law, shall govern this Indenture and
the  Debentures.

     SECTION  11.08.  No  Recourse  Against  Others.  Liabilities  of directors,
                      -----------------------------
officers,  employees  and  stockholders,  as such, of the Company are waived and
released  as  provided  in  paragraph  14  of  the  Debentures.

     SECTION  11.09.  Successors.  All  agreements  of  the  Company  in  this
                      ----------
Indenture  and  the Debentures shall bind its successors.  All agreements of the
Trustee  in  this  Indenture  shall  bind  its  successors.

     SECTION  11.10.  Duplicate  Originals.  The  parties may sign any number of
                      --------------------
copies  of  this  Indenture.  Each  signed copy shall be an original, but all of
them  together  represent  the  same  agreement.


                                       24
<PAGE>
     SECTION  11.11.  Separability.  In  case any provision in this Indenture or
                      ------------
in  the  Debentures  shall  be  invalid, illegal or unenforceable, the validity,
legality  and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim against any party
hereto.


                                       25
<PAGE>
                                                  SIGNATURES

Dated  as of  ________ 1, 2004                    INTERVEST MORTGAGE CORPORATION

                                                  By:  _________________________
                                                  Name:     Lowell  S.  Dansker
                                                  Title:     President
Attest:
__________________________________________
Name:  Lawrence  G.  Bergman
Title:      Secretary




                                                  THE  BANK  OF  NEW  YORK
                                                  as  Trustee

                                                  By:     ______________________
                                                  Name:   ______________________
                                                  Title:  ______________________
Attest:
__________________________________________
Name:     ________________________________
Title:    ________________________________


                                       26
<PAGE>
                                                                       Exhibit A
                                                                       ---------

                (FORM OF ACCRUAL DEBENTURE MATURING JULY 1, 2008)
Number  R(______/08)A-                                                   $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__/04 Subordinated Debenture due July 1, 2008

          INTERVEST  MORTGAGE  CORPORATION,  a  corporation  duly  organized and
existing  under  the  laws of the State of New York (the "Company"), promises to
pay  to  or  registered  assigns  the  principal  sum  of ______________________
Dollars on July 1, 2008, together with interest accruing on principal at six and
one-quarter  percent  (6  1/4%)  per annum, plus interest accruing each calendar
quarter on the balance of interest accrued as of (and including) the last day of
the  preceding  calendar  quarter  at  six  and one-quarter percent (6 1/4%) per
annum,  and  with all accrued interest payable with the principal sum on July 1,
2008.  The provisions on the back of this certificate are incorporated as if set
forth  on  the  face  of  the  certificate.


                                         Record Dates:
                                         The first day of the third month of the
                                         calendar quarter

DATED:

Authenticated  to  be  one  of  the
Debentures  described  in  the
Indenture  referred  to  herein:

THE  BANK  OF  NEW  YORK,  as            INTERVEST  MORTGAGE  CORPORATION
 Registrar


By: ___________________________ (Seal)   By:     _____________________
    Authorized Signatory                         President

                                         By:     _____________________
                                                 Secretary


                                      A-1
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__/04 Subordinated Debenture due July 1, 2008

          1.  Interest.  The  Company  promises to pay interest on the principal
              --------
amount  of this Debenture and interest on the balance of unpaid accrued interest
at  the  rate per annum shown above.  Interest will accrue on principal from the
first  closing  date  on  which  Debentures  are approved for authentication and
issuance.

     All interest will accrue quarterly but not be paid until maturity, at which
time  all  unpaid  accrued  interest will be payable together with the principal
amount.  Interest  on  unpaid accrued interest will accrue each calendar quarter
based  on  the balance of unpaid accrued interest as of (and including) the last
day  of  the preceding calendar quarter.  Interest will be credited on the first
day  of the calendar quarter following the calendar quarter in which it accrued.
The  first  date  on which interest will accrue on the balance of unpaid accrued
interest shall be the first day of the second calendar quarter after interest on
the  principal  balance  commences  accruing.  Interest accrues from the date of
closing  and interest will be computed on the basis of a 360-day year consisting
of  twelve  30-day  months.  For purposes hereof, January 1, April 1, July 1 and
October  1  shall  be  the  first  days  of  the  calendar  quarters.

          2. Method of Payment. Until maturity, the Company will accrue interest
             -----------------
on  the Debentures in each calendar quarter and reflect such accrued interest in
its  records  for  the  account  of  the  persons  who are registered holders of
Debentures  at  the close of business on the first day of the third month of the
calendar  quarter  in  which  such  interest is accruing. Holders must surrender
Debentures to a Paying Agent to collect accrued interest and principal payments.
The  Company  will pay principal and interest in money of the United States that
at  the time of payment is legal tender for payment of public and private debts.
The  Company  may,  however,  pay principal and interest by its check payable in
such  money.  It  may  mail  payments  to  a  holder's  registered  address.

          3.  Paying  Agent  and  Registrar.  The  Bank  of New York, a New York
              -----------------------------
banking corporation, will act as Registrar and will authenticate the Debentures.
The  Bank of New York will also act as the initial Paying Agent. The Company may
change  any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

          4.  Indenture.  This  Debenture  is one of a duly authorized series of
              ---------
Debentures  issued  by  the  Company under an Indenture dated as of _________ 1,
2004  (the "Indenture") between the Company and The Bank of New York, as trustee
(the  "Trustee").  The  term  "Debentures"  being  used  herein  refers  to  all
Maturities  of  Debentures issued under the Indenture.  Capitalized terms herein
are  used  as defined in the Indenture unless otherwise indicated.  Reference is
hereby  made  to  the  Indenture  for  a description of the rights, obligations,
duties  and immunities of the Trustee and the Debentureholders and for the terms
and  conditions  upon  which  the  Debentures  are  and  are  to be issued.  The
Debentures  are  general  unsecured  obligations  of  the Company limited to the
aggregate  principal amount of $14,000,000 of which a maximum of $3,000,000 will
have  a  maturity  date  of  July  1,  2008, a maximum of $4,500,000 will have a
maturity  date of July 1, 2010, and a maximum of $6,500,000 will have a maturity
date  of  July  1,  2012.

          5.  Optional  Redemption.  The  Company  may  at its option redeem the
              --------------------
Debentures  of  any CUSIP Number in whole or in part at any time. The redemption
price will be equal to (i) the face amount of the Debentures to be redeemed plus
a 1% premium if the date of redemption is prior to January 1, 2006, and (ii) the
face  amount of the Debentures to be redeemed if the date of redemption is after
January  1,  2006.


                                      A-2
<PAGE>
          6.  Selection  and  Notice  of  Redemption.  If  less  than all of the
              --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with  the rules of such exchange. The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have  denominations  larger than $10,000. Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at  his registered address. On and after the redemption date, interest
ceases  to  accrue  on  Debentures  or  portions  thereof called for redemption.

          7.  Denominations,  Transfer, Exchange. The Debentures are issuable in
              ----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

          8.  Persons Deemed Owners. The registered holder of a Debenture may be
              ---------------------
treated  as  the  owner  of  it  for  all  purposes.

          9.  Unclaimed Money. If money for the payment of principal or interest
              ---------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

          10.  Amendment, Supplement, Waiver. Subject to certain exceptions, the
               -----------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may  amend  or  supplement the
Indenture  or  the  Debentures  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  to  comply with Article Five of the Indenture (providing for the
assumption  of the obligations of the Company under the Indenture by a successor
corporation), or to make any change that does not adversely affect the rights of
any  Debentureholder.

          11.  Defaults  and  Remedies.  The Indenture provides that the Trustee
               -----------------------
will  give the Debentureholders notice of an uncured Default known to it, within
90  days  after  the  occurrence  of  an  Event  of  Default  (as defined in the
Indenture),  or  as  soon  as practicable after it learns of an Event of Default
which  occurred  more than 90 days beforehand; provided that, except in the case
of  Default  in the payment of principal of or interest on any of the Debentures
or  any  amount due on redemption, the Trustee may withhold such notice if it in
good  faith determines that the withholding of such notice is in the interest of
the  Debentureholders. In case an Event of Default occurs and is continuing, the
Trustee or the holders of not less than 25% of aggregate principal amount of the
Debentures  then  outstanding,  by


                                      A-3
<PAGE>
notice  in  writing  to  the  Company  (and  to  the  Trustee  if  given  by the
Debentureholders),  may declare the principal of and all accrued interest on all
the  Debentures  to  be  due  and  payable immediately.  Such declaration may be
rescinded  by holders of a majority in principal amount of the Debentures if all
existing  Events of Default (except nonpayment of principal or interest that has
become  due solely because of the acceleration) have been cured or waived and if
the  rescission  would  not conflict with any judgment or decree.  The Indenture
requires the Company to file periodic reports with the Trustee as to the absence
of  defaults.

          12. Subordination. The indebtedness evidenced by all of the Debentures
              -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

          13.  Trustee Dealings with the Company. The Trustee, in its individual
               ---------------------------------
or  any  other  capacity,  may  make loans to, accept deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

          14.  No  Recourse  Against  Others.  A  director, officer, employee or
               -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

          15.  Authentication.  This  Debenture  shall  not  be  valid until the
               --------------
Registrar  signs  the  certificate  of  authentication on the other side of this
Debenture.

          16.  Abbreviations. Customary abbreviations may be used in the name of
               -------------
the  Debentureholder  or an assignee, such as: TEN COM (=tenants in common), TEN
ENT  (=tenants  by  entirety), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).

          The  Company  will furnish to any Debentureholder upon written request
and  without  charge  a copy of the Indenture. Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      A-4
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I or we assign and transfer this Debenture to

_______________________________________________________________________
(Please insert assignee's social security or tax identification number)


_______________________________________________________

_______________________________________________________

_______________________________________________________
(Print or type assignee's name, address and zip code)

and  irrevocably  appoint ________________________________________________ agent
to  transfer  this  Debenture  on  the  books  of  the  Company.  The  agent may
substitute another to act for him.


Date:     _____________________     Your  signature:____________________________


                                         _______________________________________
                                         (Sign  exactly  as  your  name  appears
                                         on  the  other  side of this Debenture)


Signature Guarantee:     ___________________________


                                      A-5
<PAGE>
                                                                       Exhibit B
                                                                       ---------

                (FORM OF ACCRUAL DEBENTURE MATURING JULY 1, 2010)
Number  R(____/10)A-          $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__04 Subordinated Debenture due July 1, 2010

          INTERVEST  MORTGAGE  CORPORATION,  a  corporation  duly  organized and
existing  under  the  laws of the State of New York (the "Company"), promises to
pay  to  or  registered  assigns  the  principal  sum  of  _____________________
________________________________________  Dollars on July 1, 2010, together with
interest accruing on principal at six and one-half percent (6 %) per annum, plus
interest accruing each calendar quarter on the balance of interest accrued as of
(and  including)  the  last  day  of  the  preceding calendar quarter at six and
one-half percent (6 %) per annum, and with all accrued interest payable with the
principal  sum  on  July 1, 2010. The provisions on the back of this certificate
are  incorporated  as  if  set  forth  on  the  face  of  the  certificate.


                                          Record  Dates:
                                          The  first  day  of  the  third  month
                                          of  the  calendar  quarter

DATED:

Authenticated to be one of the
Debentures described in the
Indenture referred to herein:

THE  BANK  OF  NEW  YORK,  as             INTERVEST  MORTGAGE  CORPORATION
  Registrar

By:  _______________________  (Seal)      By:___________________________
     Authorized  Signatory                         President

                                          By:__________________________
                                                   Secretary


                                      B-1
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__04 Subordinated Debenture due July 1, 2010

     1.   Interest.  The  Company  promises  to  pay  interest  on the principal
          --------
amount  of this Debenture and interest on the balance of unpaid accrued interest
at  the  rate per annum shown above.  Interest will accrue on principal from the
first  closing  date  on  which  Debentures  are approved for authentication and
issuance.

     All interest will accrue quarterly but not be paid until maturity, at which
time  all  unpaid  accrued  interest will be payable together with the principal
amount.  Interest  on  unpaid accrued interest will accrue each calendar quarter
based  on  the balance of unpaid accrued interest as of (and including) the last
day  of  the preceding calendar quarter.  Interest will be credited on the first
day  of the calendar quarter following the calendar quarter in which it accrued.
The  first  date  on which interest will accrue on the balance of unpaid accrued
interest shall be the first day of the second calendar quarter after interest on
the  principal  balance  commences  accruing.  Interest accrues from the date of
closing  and interest will be computed on the basis of a 360-day year consisting
of  twelve  30-day  months.  For purposes hereof, January 1, April 1, July 1 and
October  1  shall  be  the  first  days  of  the  calendar  quarters.

     2.   Method of Payment. Until maturity, the Company will accrue interest on
          -----------------
the Debentures in each calendar quarter and reflect such accrued interest in its
records  for the account of the persons who are registered holders of Debentures
at  the  close  of  business on the first day of the third month of the calendar
quarter  in  which such interest is accruing.  Holders must surrender Debentures
to  a  Paying  Agent  to  collect  accrued interest and principal payments.  The
Company  will  pay  principal and interest in money of the United States that at
the  time  of  payment  is legal tender for payment of public and private debts.
The  Company  may,  however,  pay principal and interest by its check payable in
such  money.  It  may  mail  payments  to  a  holder's  registered  address.

     3.   Paying  Agent and Registrar.  The Bank of New York, a New York banking
          ---------------------------
corporation,  will  act  as Registrar and will authenticate the Debentures.  The
Bank  of  New York will also act as initial Paying Agent. The Company may change
any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

     4.   Indenture.  This  Debenture  is  one  of  a  duly authorized series of
          ---------
Debentures issued by the Company under an Indenture dated as of ________ 1, 2004
(the  "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").  The term "Debentures" being used herein refers to all Maturities of
Debentures  issued  under  the  Indenture.  Capitalized terms herein are used as
defined  in  the Indenture unless otherwise indicated.  Reference is hereby made
to  the  Indenture  for  a  description  of  the rights, obligations, duties and
immunities  of  the  Trustee  and  the  Debentureholders  and  for the terms and
conditions  upon  which the Debentures are and are to be issued.  The Debentures
are  general  unsecured  obligations  of  the  Company  limited to the aggregate
principal  amount  of  $14,000,000  of which a maximum of $3,000,000 will have a
maturity date of July 1, 2008, a maximum of $4,500,000 will have a maturity date
of  July  1, 2010, and a maximum of $6,500,000 will have a maturity date of July
1,  2012.

     5.   Optional  Redemption.  The  Company  may  at  its  option  redeem  the
          --------------------
Debentures  of any CUSIP Number in whole or in part at any time.  The redemption
price will be equal to (i) the face amount of the Debentures to be redeemed plus
a 1% premium if the date of redemption is prior to January 1, 2006, and (ii) the
face  amount of the Debentures to be redeemed if the date of redemption is on or
after  January  1,  2006.


                                      B-2
<PAGE>
     6.  Selection  and  Notice  of  Redemption.  If  less  than  all  of  the
         --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with  the rules of such exchange. The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have  denominations  larger than $10,000. Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at  his registered address. On and after the redemption date, interest
ceases  to  accrue  on  Debentures  or  portions  thereof called for redemption.

     7.   Optional  Repurchase.  Commencing  in  2008,  a  holder  will have the
          --------------------
option  to  require  the Company to repurchase the Debenture for the face amount
plus  accrued  interest,  provided that a request for repurchase, accompanied by
the  Debenture  and  a  written  and  duly  executed  instrument  of transfer is
submitted  to  the  Company no earlier than May 1 and no later than May 31 to be
effective  as  of July 1 of that year.  Repurchases shall be made once each year
as  of July 1 and are subject to the limitation that the Company is not required
to  repurchase  more  than  $100,000  principal  amount  of each maturity in any
calendar  year,  on  a  non-cumulative  basis.  The  Company  will  repurchase
Debentures  on  a  first-come,  first-served  basis.

     8.   Denominations,  Transfer,  Exchange.  The  Debentures  are issuable in
          -----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

     9.   Persons  Deemed  Owners.  The  registered holder of a Debenture may be
          -----------------------
treated  as  the  owner  of  it  for  all  purposes.

     10.  Unclaimed  Money.  If  money  for the payment of principal or interest
          ----------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

     11.  Amendment,  Supplement,  Waiver.  Subject  to  certain exceptions, the
          -------------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may  amend  or  supplement the
Indenture  or  the  Debentures  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  to  comply with Article Five of the Indenture (providing for the
assumption  of the obligations of the Company under the Indenture by a successor
corporation), or to make any change that does not adversely affect the rights of
any  Debentureholder.


                                      B-3
<PAGE>
     12.  Defaults  and  Remedies.  The Indenture provides that the Trustee will
          -----------------------
give  the  Debentureholders  notice of an uncured Default known to it, within 90
days  after the occurrence of an Event of Default (as defined in the Indenture),
or  as soon as practicable after it learns of an Event of Default which occurred
more  than  90  days beforehand; provided that, except in the case of Default in
the  payment  of principal of or interest on any of the Debentures or any amount
due  on  redemption,  the  Trustee  may withhold such notice if it in good faith
determines  that  the  withholding  of  such  notice  is  in the interest of the
Debentureholders.  In  case  an  Event  of Default occurs and is continuing, the
Trustee or the holders of not less than 25% of aggregate principal amount of the
Debentures  then  outstanding,  by  notice in writing to the Company (and to the
Trustee  if given by the Debentureholders), may declare the principal of and all
accrued  interest on all the Debentures to be due and payable immediately.  Such
declaration may be rescinded by holders of a majority in principal amount of the
Debentures  if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or  waived and if the rescission would not conflict with any judgment or decree.
The  Indenture requires the Company to file periodic reports with the Trustee as
to  the  absence  of  defaults.

     13.  Subordination.  The  indebtedness  evidenced  by all of the Debentures
          -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

     14.  Trustee  Dealings with the Company.  The Trustee, in its individual or
          ----------------------------------
any  other  capacity,  may  make  loans  to,  accept  deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

     15.  No  Recourse  Against  Others.  A  director,  officer,  employee  or
          -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

     16.  Authentication.  This Debenture shall not be valid until the Registrar
          --------------
signs  the  certificate  of  authentication on the other side of this Debenture.

     17.  Abbreviations.  Customary abbreviations may be used in the name of the
          -------------
Debentureholder  or an assignee, such as:  TEN COM (=tenants in common), TEN ENT
(=tenants  by  entirety),  JT TEN (=joint tenants with right of survivorship and
not  as  tenants  in  common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).


                                      B-4
<PAGE>
     The  Company  will  furnish to any Debentureholder upon written request and
without  charge  a  copy  of  the  Indenture.  Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      B-5
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I  or  we  assign  and  transfer  this  Debenture  to

__________________________________________________________
(Please  insert  assignee's  social  security  or  tax  identification  number)


______________________________________________

______________________________________________

______________________________________________
(Print  or  type  assignee's  name,  address  and  zip  code)

and  irrevocably  appoint  ____________________________________________________
agent  to  transfer  this  Debenture on the books of the Company.  The agent may
substitute  another  to  act  for  him.


Date:     _____________________       Your  signature:__________________________


                                             ________________________________
                                            (Sign exactly as your name appears
                                            on the other side of this Debenture)


Signature  Guarantee:     ___________________________


                                      B-6
<PAGE>
                                                                       Exhibit C
                                                                       ---------

                (FORM OF ACCRUAL DEBENTURE MATURING JULY 1, 2012)
Number  R(_____/12)A-               $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__/04 Subordinated Debenture due July 1, 2012

          INTERVEST  MORTGAGE  CORPORATION,  a  corporation  duly  organized and
existing  under  the  laws of the State of New York (the "Company"), promises to
pay  to  or  registered  assigns  the principal sum of _________________________
Dollars  on  July 1, 2012, together with interest accruing on principal at seven
percent  (7%)  per  annum,  plus  interest accruing each calendar quarter on the
balance  of interest accrued as of (and including) the last day of the preceding
calendar  quarter at seven percent (7%) per annum, and with all accrued interest
payable  with  the  principal sum on July 1, 2012. The provisions on the back of
this  certificate  are  incorporated  as  if  set  forth  on  the  face  of  the
certificate.


                                         Record Dates:
                                         The first day of the third month of the
                                         Calendar quarter

DATED:

Authenticated to be one of the
Debentures described in the
Indenture referred to herein:

THE  BANK  OF  NEW  YORK,  as            INTERVEST  MORTGAGE  CORPORATION
  Registrar

By: _______________________ (Seal)       By:  ___________________________
    Authorized  Signatory                     President

                                         By:  ________________________
                                              Secretary


                                      B-6
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__/04 Subordinated Debenture due July 1, 2012

     1.   Interest.  The  Company  promises  to  pay  interest  on the principal
          --------
amount  of this Debenture and interest on the balance of unpaid accrued interest
at  the  rate per annum shown above.  Interest will accrue on principal from the
first  closing  date  on  which  Debentures  are approved for authentication and
issuance.

     All interest will accrue quarterly but not be paid until maturity, at which
time  all  unpaid  accrued  interest will be payable together with the principal
amount.  Interest  on  unpaid accrued interest will accrue each calendar quarter
based  on  the balance of unpaid accrued interest as of (and including) the last
day  of  the preceding calendar quarter.  Interest will be credited on the first
day  of the calendar quarter following the calendar quarter in which it accrued.
The  first  date  on which interest will accrue on the balance of unpaid accrued
interest shall be the first day of the second calendar quarter after interest on
the  principal  balance  commences  accruing.  Interest accrues from the date of
closing  and interest will be computed on the basis of a 360-day year consisting
of  twelve  30-day  months.  For purposes hereof, January 1, April 1, July 1 and
October  1  shall  be  the  first  days  of  the  calendar  quarters.

     2.   Method of Payment. Until maturity, the Company will accrue interest on
          -----------------
the Debentures in each calendar quarter and reflect such accrued interest in its
records  for the account of the persons who are registered holders of Debentures
at  the  close  of  business on the first day of the third month of the calendar
quarter in which such interest is accruing. Holders must surrender Debentures to
a  Paying Agent to collect accrued interest and principal payments.  The Company
will  pay  principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  The Company
may, however, pay principal and interest by its check payable in such money.  It
may  mail  payments  to  a  holder's  registered  address.

     3.   Paying  Agent and Registrar.  The Bank of New York, a New York banking
          ---------------------------
corporation,  will  act  as  Registrar and will authenticate the Debentures. The
Bank  of New York will also act as initial Paying Agent.  The Company may change
any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

     4.   Indenture.  This  Debenture  is  one  of  a  duly authorized series of
          ---------
Debentures  issued by the Company under an Indenture dated as of _______ 1, 2004
(the  "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").  The term "Debentures" being used herein refers to all Maturities of
Debentures  issued  under  the  Indenture.  Capitalized terms herein are used as
defined  in  the Indenture unless otherwise indicated.  Reference is hereby made
to  the  Indenture  for  a  description  of  the rights, obligations, duties and
immunities  of  the  Trustee  and  the  Debentureholders  and  for the terms and
conditions  upon  which the Debentures are and are to be issued.  The Debentures
are  general  unsecured  obligations  of  the  Company  limited to the aggregate
principal  amount  of  $14,000,000  of which a maximum of $3,000,000 will have a
maturity date of July 1, 2008, a maximum of $4,500,000 will have a maturity date
of  July  1, 2010, and a maximum of $6,500,000 will have a maturity date of July
1,  2012.

     5.   Optional  Redemption.  The  Company  may  at  its  option  redeem  the
          --------------------
Debentures  of any CUSIP Number in whole or in part at any time.  The redemption
price  will  be  equal to:  (i) the face amount of the Debentures to be redeemed
plus  a  1%  premium  if the date of redemption is prior to January 1, 2006, and
(ii)  the face amount of the Debentures to be redeemed if the date of redemption
is  on  or  after  January  1,  2006.


                                      C-1
<PAGE>
     6.   Selection  and  Notice  of  Redemption.  If  less  than  all  of  the
          --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with the rules of such exchange.  The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have  denominations larger than $10,000.  Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at his registered address.  On and after the redemption date, interest
ceases  to  accrue  on  Debentures  or  portions  thereof called for redemption.

     7.   Optional  Repurchase.  Commencing  in  2008,  a  holder  will have the
          --------------------
option  to  require  the Company to repurchase the Debenture for the face amount
plus  accrued  interest,  provided that a request for repurchase, accompanied by
the  Debenture  and  a  written  and  duly  executed  instrument  of transfer is
submitted  to  the  Company no earlier than May 1 and no later than May 31 to be
effective  as  of July 1 of that year.  Repurchases shall be made once each year
as  of July 1 and are subject to the limitation that the Company is not required
to  repurchase  more  than  $100,000  principal  amount  of each maturity in any
calendar  year,  on  a  non-cumulative  basis.  The  Company  will  repurchase
Debentures  on  a  first-come,  first-served  basis.

     8.   Denominations,  Transfer,  Exchange.  The  Debentures  are issuable in
          -----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

     9.   Persons  Deemed  Owners.  The  registered holder of a Debenture may be
          -----------------------
treated  as  the  owner  of  it  for  all  purposes.

     10.  Unclaimed  Money.  If  money  for the payment of principal or interest
          ----------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

     11.  Amendment,  Supplement,  Waiver.  Subject  to  certain exceptions, the
          -------------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may  amend  or  supplement the
Indenture  or  the  Debentures  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  to  comply with Article Five of the Indenture (providing for the
assumption  of the obligations of the Company under the Indenture by a successor
corporation), or to make any change that does not adversely affect the rights of
any  Debentureholder.


                                      C-2
<PAGE>
     12.  Defaults  and  Remedies.  The Indenture provides that the Trustee will
          -----------------------
give  the  Debentureholders  notice of an uncured Default known to it, within 90
days  after the occurrence of an Event of Default (as defined in the Indenture),
or  as soon as practicable after it learns of an Event of Default which occurred
more  than  90  days beforehand; provided that, except in the case of Default in
the  payment  of principal of or interest on any of the Debentures or any amount
due  on  redemption,  the  Trustee  may withhold such notice if it in good faith
determines  that  the  withholding  of  such  notice  is  in the interest of the
Debentureholders.  In  case  an  Event  of Default occurs and is continuing, the
Trustee or the holders of not less than 25% of aggregate principal amount of the
Debentures  then  outstanding,  by  notice in writing to the Company (and to the
Trustee  if given by the Debentureholders), may declare the principal of and all
accrued  interest on all the Debentures to be due and payable immediately.  Such
declaration may be rescinded by holders of a majority in principal amount of the
Debentures  if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or  waived and if the rescission would not conflict with any judgment or decree.
The  Indenture requires the Company to file periodic reports with the Trustee as
to  the  absence  of  defaults.

     13.  Subordination.  The  indebtedness  evidenced  by all of the Debentures
          -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

     14.  Trustee  Dealings  with the Company. The Trustee, in its individual or
          -----------------------------------
any  other  capacity,  may  make  loans  to,  accept  deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

     15.  No  Recourse  Against  Others.  A  director,  officer,  employee  or
          -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

     16.  Authentication.  This Debenture shall not be valid until the Registrar
          --------------
signs  the  certificate  of  authentication on the other side of this Debenture.

     17.  Abbreviations.  Customary abbreviations may be used in the name of the
          -------------
Debentureholder  or an assignee, such as:  TEN COM (=tenants in common), TEN ENT
(=tenants  by  entirety),  JT TEN (=joint tenants with right of survivorship and
not  as  tenants  in  common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).


                                      C-3
<PAGE>
     The  Company  will  furnish to any Debentureholder upon written request and
without  charge  a  copy  of  the  Indenture.  Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      C-4
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I  or  we  assign  and  transfer  this  Debenture  to

__________________________________________________________
(Please  insert  assignee's  social  security  or  tax  identification  number)


______________________________________________

______________________________________________

______________________________________________
(Print  or  type  assignee's  name,  address  and  zip  code)

and  irrevocably  appoint  _____________________________________________________
agent  to  transfer  this  Debenture on the books of the Company.  The agent may
substitute  another  to  act  for  him.


Date:  ______________________        Your  signature:  _________________________


                                            ___________________________________
                                            (Sign exactly as your name appears
                                            on the other side of this Debenture)


Signature  Guarantee:     ___________________________


                                      C-5
<PAGE>
                                                                       Exhibit D
                                                                       ---------


           (FORM OF QUARTERLY PAYMENT DEBENTURE MATURING JULY 1, 2008)
Number  R(______/08)-          $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__/04 Subordinated Debenture due July 1, 2008

     INTERVEST  MORTGAGE  CORPORATION, a corporation duly organized and existing
under  the  laws of the State of New York (the "Company"), promises to pay to or
registered assigns the principal sum of ________________________________________
Dollars  on  July 1, 2008, together with interest at six and one quarter percent
(6  1/4%)  per  annum.  The  provisions  on  the  back  of  this certificate are
incorporated  as  if  set  forth  on  the  face  of  the  certificate.

                                         Interest Payment Dates:
                                         The first day of each calendar quarter

                                         Record Dates:
                                         The first day of the third month of the
                                         calendar quarter

DATED:

Authenticated to be one of the
Debentures described in the
Indenture referred to herein:

THE BANK OF NEW YORK, as                 INTERVEST MORTGAGE CORPORATION
  Registrar

By: _______________________ (Seal)       By:  ___________________________
    Authorized  Signatory                     President

                                         By:  ___________________________
                                              Secretary


                                      C-6
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__/04 Subordinated Debenture due July 1, 2008

     1.   Interest.  The  Company  promises  to  pay  interest  on the principal
          --------
amount  of  this  Debenture at the rate per annum shown above.  The Company will
pay interest quarterly on January 1, April 1, July 1 and October 1 of each year.
With  respect  to  Debentures sold on the date $12,000,000 or more of Debentures
are first approved for issuance (the "First Closing Date"), interest will accrue
on principal from the First Closing Date.  With respect to Debentures sold after
the  First  Closing  Date,  interest  will accrue on principal commencing on the
first  day  of  the  month  of  sale,  if the Debenture is sold on or before the
fifteenth  day  of the month, or commencing on the sixteenth day of the month of
sale,  if  the  Debenture is sold after the fifteenth day of the month, provided
that interest shall not accrue from prior to the First Closing Date.  Debentures
sold  after  the First Closing Date shall be deemed sold on the date the Company
(or  an underwriter on its behalf) receives payment therefor.  The first payment
of  interest  shall  be  due  on  the  first  day of the second calendar quarter
following  the  date  of sale of the Debenture, or such earlier date selected by
the  Company  without  requirement  of  notice  After  the  first  payment date,
interest  on  the  Debenture  will  accrue  from  the  most recent date to which
interest  has been paid.  Interest accrues from the date of closing and interest
will  be  computed  on  the  basis of a 360 day year consisting of twelve 30-day
months.

     2.   Method  of Payment. The Company will pay interest on the Debentures to
          ------------------
the persons who are registered holders of Debentures at the close of business on
the  first  day  of  the  third  month  of  the  calendar quarter.  Holders must
surrender  Debentures  to  a  Paying  Agent  to collect principal payments.  The
Company  will  pay  principal and interest in money of the United States that at
the  time  of  payment  is legal tender for payment of public and private debts.
The  Company  may,  however,  pay principal and interest by its check payable in
such  money.  It  may  mail  payments  to  a  holder's  registered  address.

     3.   Paying  Agent and Registrar.  The Bank of New York, a New York banking
          ---------------------------
corporation,  will  act  as Registrar and will authenticate the Debentures.  The
Bank  of New York will also act as initial Paying Agent.  The Company may change
any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

     4.   Indenture.  This  Debenture  is  one  of  a  duly authorized series of
          ---------
Debentures  issued by the Company under an Indenture dated as of _______ 1, 2004
(the  "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").  The term "Debentures" being used herein refers to all Maturities of
Debentures  issued  under  the  Indenture.  Capitalized terms herein are used as
defined  in  the Indenture unless otherwise indicated.  Reference is hereby made
to  the  Indenture  for  a  description  of  the rights, obligations, duties and
immunities  of  the  Trustee  and  the  Debentureholders  and  for the terms and
conditions  upon  which the Debentures are and are to be issued.  The Debentures
are  general  unsecured  obligations  of  the  Company  limited to the aggregate
principal  amount  of  $14,000,000, of which a maximum of $3,000,000 will have a
maturity date of July 1, 2008, a maximum of $4,500,000 will have a maturity date
of  July  1, 2010, and a maximum of $6,500,000 will have a maturity date of July
1,  2012.

     5.   Optional  Redemption.  The  Company  may  at  its  option  redeem  the
          --------------------
Debentures  of any CUSIP Number in whole or in part at any time.  The redemption
price of Debentures will be equal to (i) the face amount of the Debentures to be
redeemed  plus  a 1% premium if the redemption date is prior to January 1, 2006,
and (ii) the face amount of the Debentures to be redeemed if the redemption date
is  on  or  after January 1, 2006.  In all cases, the Debenture holder will also
receive  interest  accrued  to  the  redemption  date.


                                      D-1
<PAGE>
     6.   Selection  and  Notice  of  Redemption.  If  less  than  all  of  the
          --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with the rules of such exchange.  The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have denominations larger than  $10,000.  Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at his registered address.  On and after the redemption date, which is
the  date  specified  by the Company in its notice, interest ceases to accrue on
Debentures  or  portions  thereof  called  for  redemption.

     7.   Denominations,  Transfer,  Exchange.  The  Debentures  are issuable in
          -----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

     8.   Persons  Deemed  Owners.  The  registered holder of a Debenture may be
          -----------------------
treated  as  the  owner  of  it  for  all  purposes.

     9.   Unclaimed  Money.  If  money  for the payment of principal or interest
          ----------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

     10.  Amendment,  Supplement,  Waiver.  Subject  to  certain exceptions, the
          -------------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may  amend  or  supplement the
Indenture  or  the  Debentures  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  to  comply with Article Five of the Indenture (providing for the
assumption  of the obligations of the Company under the Indenture by a successor
corporation), or to make any change that does not adversely affect the rights of
any  Debentureholder.

     11.  Defaults  and  Remedies.  The Indenture provides that the Trustee will
          -----------------------
give  the  Debentureholders  notice of an uncured Default known to it, within 90
days  after the occurrence of an Event of Default (as defined in the Indenture),
or as soon as practicable after it learns of  an Event of Default which occurred
more  than  90  days beforehand; provided that, except in the case of Default in
the  payment  of principal of or interest on any of the Debentures or any amount
due  on  redemption,  the  Trustee  may withhold such notice if it in good faith
determines  that  the  withholding  of  such  notice  is  in


                                      D-2
<PAGE>
the interest of the Debentureholders.  In case an Event of Default occurs and is
continuing,  the  Trustee  or  the  holders  of  not  less than 25% of aggregate
principal amount of the Debentures then outstanding, by notice in writing to the
Company  (and  to the Trustee if given by the Debentureholders), may declare the
principal  of  and  all  accrued  interest  on  all the Debentures to be due and
payable immediately.  Such declaration may be rescinded by holders of a majority
in  principal amount of the Debentures if all existing Events of Default (except
nonpayment  of  principal  or interest that has become due solely because of the
acceleration) have been cured or waived and if the rescission would not conflict
with  any  judgment  or  decree.  The  Indenture  requires  the  Company to file
periodic  reports  with  the  Trustee  as  to  the  absence  of  defaults.

     12.  Subordination.  The  indebtedness  evidenced  by all of the Debentures
          -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

     13.  Trustee  Dealings with the Company.  The Trustee, in its individual or
          ----------------------------------
any  other  capacity,  may  make  loans  to,  accept  deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

     14.  No  Recourse  Against  Others.  A  director,  officer,  employee  or
          -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

     15.  Authentication.  This Debenture shall not be valid until the Registrar
          --------------
signs  the  certificate  of  authentication on the other side of this Debenture.

     16.  Abbreviations.  Customary abbreviations may be used in the name of the
          -------------
Debentureholder  or an assignee, such as:  TEN COM (=tenants in common), TEN ENT
(=tenants  by  entirety),  JT TEN (=joint tenants with right of survivorship and
not  as  tenants  in  common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).

     The  Company  will  furnish to any Debentureholder upon written request and
without  charge  a  copy  of  the  Indenture.  Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      D-3
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I  or  we  assign  and  transfer  this  Debenture  to

__________________________________________________________
(Please  insert  assignee's  social  security  or  tax  identification  number)


______________________________________________

______________________________________________

______________________________________________
(Print  or  type  assignee's  name,  address  and  zip  code)

and  irrevocably  appoint  _____________________________________________________
agent  to  transfer  this  Debenture on the books of the Company.  The agent may
substitute  another  to  act  for  him.


Date:  ________________________         Your  signature:  ______________________


                                  ______________________________________________
                                 (Sign exactly as your name appears on the other
                                 side of this Debenture)


Signature  Guarantee:     ___________________________


                                      D-4
<PAGE>
                                                                       Exhibit E
                                                                       ---------


           (FORM OF QUARTERLY PAYMENT DEBENTURE MATURING JULY 1, 2010)
Number  R(______/10)-          $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__04 Subordinated Debenture due July 1, 2010

     INTERVEST  MORTGAGE  CORPORATION, a corporation duly organized and existing
under  the  laws of the State of New York (the "Company"), promises to pay to or
registered assigns the principal sum of ________________________________________
Dollars  on  July 1, 2010, together with interest at six and one-half percent (6
%)  per  annum.  The provisions on the back of this certificate are incorporated
as  if  set  forth  on  the  face  of  the  certificate.

                                         Interest Payment Dates:
                                         The first day of each calendar quarter

                                         Record Dates:
                                         The first day of the third month of the
                                         calendar quarter

DATED:

Authenticated to be one of the
Debentures described in the
Indenture referred to herein:

THE BANK OF NEW YORK, as                 INTERVEST  MORTGAGE  CORPORATION
  Registrar

By: _______________________ (Seal)       By:  __________________________
    Authorized  Signatory                     President

                                         By:  __________________________
                                              Secretary


                                      D-5
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__/04 Subordinated Debenture due July 1, 2010

     1.   Interest.  The  Company  promises  to  pay  interest  on the principal
          --------
amount  of  this  Debenture at the rate per annum shown above.  The Company will
pay interest quarterly on January 1, April 1, July 1 and October 1 of each year.
With  respect  to  Debentures sold on the date $12,000,000 or more of Debentures
are first approved for issuance (the "First Closing Date"), interest will accrue
on principal from the First Closing Date.  With respect to Debentures sold after
the  First  Closing  Date,  interest  will accrue on principal commencing on the
first  day  of  the  month  of  sale,  if the Debenture is sold on or before the
fifteenth  day  of the month, or commencing on the sixteenth day of the month of
sale,  if  the  Debenture is sold after the fifteenth day of the month, provided
that interest shall not accrue from prior to the First Closing Date.  Debentures
sold  after  the First Closing Date shall be deemed sold on the date the Company
(or  an underwriter on its behalf) receives payment therefor.  The first payment
of  interest  shall  be  due  on  the  first  day of the second calendar quarter
following  the  date  of sale of the Debenture, or such earlier date selected by
the  Company  without  requirement  of  notice  After  the  first  payment date,
interest  on  the  Debenture  will  accrue  from  the  most recent date to which
interest  has been paid.  Interest accrues from the date of closing and interest
will  be  computed  on  the  basis of a 360 day year consisting of twelve 30-day
months.

     2.   Method of Payment.  The Company will pay interest on the Debentures to
          -----------------
the persons who are registered holders of Debentures at the close of business on
the  first  day  of  the  third  month  of  the  calendar quarter.  Holders must
surrender  Debentures  to  a  Paying  Agent  to collect principal payments.  The
Company  will  pay  principal and interest in money of the United States that at
the  time  of  payment  is legal tender for payment of public and private debts.
The  Company  may,  however,  pay principal and interest by its check payable in
such  money.  It  may  mail  payments  to  a  holder's  registered  address.

     3.   Paying  Agent and Registrar.  The Bank of New York, a New York banking
          ---------------------------
corporation,  will  act  as Registrar and will authenticate the Debentures.  The
Bank  of  New York will also act as initial Paying Agent. The Company may change
any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

     4.   Indenture.  This  Debenture  is  one  of  a  duly authorized series of
          ---------
Debentures issued by the Company under an Indenture dated as of ________ 1, 2004
(the  "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").  The term "Debentures" being used herein refers to all Maturities of
Debentures  issued  under  the  Indenture.  Capitalized terms herein are used as
defined  in  the Indenture unless otherwise indicated.  Reference is hereby made
to  the  Indenture  for  a  description  of  the rights, obligations, duties and
immunities  of  the  Trustee  and  the  Debentureholders  and  for the terms and
conditions  upon  which the Debentures are and are to be issued.  The Debentures
are  general  unsecured  obligations  of  the  Company  limited to the aggregate
principal  amount  of  $14,000,000, of which a maximum of $3,000,000 will have a
maturity date of July 1, 2008, a maximum of $4,500,000 will have a maturity date
of  July  1, 2010, and a maximum of $6,500,000 will have a maturity date of July
1,  2012.

     5.   Optional  Redemption.  The  Company  may  at  its  option  redeem  the
          --------------------
Debentures  of any CUSIP Number in whole or in part at any time.  The redemption
price  for  Debentures will be equal to (i) the face amount of the Debentures to
be  redeemed  plus  a  1%  premium if the redemption date is prior to January 1,
2006,  and  (ii)  the  face  amount  of  the  Debentures  to  be redeemed if the
redemption  date  is  on  or after January 1, 2006.  In all cases, the Debenture
holder  will  also  receive  interest  accrued  to  the  redemption  date.


                                      E-1
<PAGE>
     6.   Selection  and  Notice  of  Redemption.  If  less  than  all  of  the
          --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with the rules of such exchange.  The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have  denominations larger than $10,000.  Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at his registered address.  On and after the redemption date, which is
the  date  specified  by the Company in its notice, interest ceases to accrue on
Debentures  or  portions  thereof  called  for  redemption.

     7.   Optional  Repurchase.  Commencing  in  2008,  a  holder  will have the
          --------------------
option  to  require  the Company to repurchase the Debenture for the face amount
plus  accrued  interest,  provided that a request for repurchase, accompanied by
the  Debenture  and  a  written  and  duly  executed  instrument  of transfer is
submitted  to  the  Company no earlier than May 1 and no later than May 31 to be
effective  as of July 1 of that  year.  Repurchases shall be made once each year
as  of  January  1  and  are  subject  to the limitation that the Company is not
required  to  repurchase more than $100,000 principal amount of each maturity in
any  calendar  year,  on  a  non-cumulative  basis.  The Company will repurchase
Debentures  on  a  first-come,  first-served  basis.

     8.   Denominations,  Transfer,  Exchange.  The  Debentures  are issuable in
          -----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

     9.   Persons  Deemed  Owners.  The  registered holder of a Debenture may be
          -----------------------
treated  as  the  owner  of  it  for  all  purposes.

     10.  Unclaimed  Money.  If  money  for the payment of principal or interest
          ----------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

     11.  Amendment,  Supplement,  Waiver.  Subject  to  certain exceptions, the
          -------------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may  amend  or  supplement the
Indenture  or  the  Debentures  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  to  comply with Article Five of the Indenture (providing for the
assumption  of the obligations of the Company under the Indenture by a successor
corporation), or to make any change that does not adversely affect the rights of
any  Debentureholder.


                                      E-2
<PAGE>
     12.   Defaults  and Remedies.  The Indenture provides that the Trustee will
           ----------------------
give  the  Debentureholders  notice of an uncured Default known to it, within 90
days  after the occurrence of an Event of Default (as defined in the Indenture),
or  as soon as practicable after it learns of an Event of Default which occurred
more  than  90  days beforehand; provided that, except in the case of Default in
the  payment  of principal of or interest on any of the Debentures or any amount
due  on  redemption,  the  Trustee  may withhold such notice if it in good faith
determines  that  the  withholding  of  such  notice  is  in the interest of the
Debentureholders.  In  case  an  Event  of Default occurs and is continuing, the
Trustee or the holders of not less than 25% of aggregate principal amount of the
Debentures  then  outstanding,  by  notice in writing to the Company (and to the
Trustee  if given by the Debentureholders), may declare the principal of and all
accrued  interest on all the Debentures to be due and payable immediately.  Such
declaration may be rescinded by holders of a majority in principal amount of the
Debentures  if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or  waived and if the rescission would not conflict with any judgment or decree.
The  Indenture requires the Company to file periodic reports with the Trustee as
to  the  absence  of  defaults.

     13.   Subordination.  The  indebtedness  evidenced by all of the Debentures
           -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

     14.   Trustee Dealings with the Company.  The Trustee, in its individual or
           ---------------------------------
any  other  capacity,  may  make  loans  to,  accept  deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

     15.   No  Recourse  Against  Others.  A  director,  officer,  employee  or
           -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

     16.   Authentication.  This  Debenture  shall  not  be  valid  until  the
           --------------
Registrar  signs  the  certificate  of  authentication on the other side of this
Debenture.


                                      E-3
<PAGE>
     17.   Abbreviations.  Customary  abbreviations  may  be used in the name of
           -------------
the  Debentureholder or an assignee, such as:  TEN COM (=tenants in common), TEN
ENT  (=tenants  by  entirety), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).

     The  Company  will  furnish to any Debentureholder upon written request and
without  charge  a  copy  of  the  Indenture.  Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      E-4
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I  or  we  assign  and  transfer  this  Debenture  to

_______________________________________________________________________
(Please insert assignee's social security or tax identification number)


______________________________________________

______________________________________________

______________________________________________
(Print  or  type  assignee's  name,  address  and  zip  code)

and  irrevocably  appoint ______________________________________________________
agent  to  transfer  this  Debenture on the books of the Company.  The agent may
substitute  another  to  act  for  him.


Date:  ________________________       Your  signature:  ________________________


                                 _______________________________________________
                                 (Sign exactly as your name appears on the other
                                 side of this Debenture)


Signature  Guarantee:     ___________________________


                                      E-5
<PAGE>
                                                                       Exhibit F
                                                                       ---------


           (FORM OF QUARTERLY PAYMENT DEBENTURE MATURING JULY 1, 2012)
Number  R(______/12)-          $

                         INTERVEST MORTGAGE CORPORATION
             Series __/__/04 Subordinated Debenture due July 1, 2012

     INTERVEST  MORTGAGE  CORPORATION, a corporation duly organized and existing
under  the  laws of the State of New York (the "Company"), promises to pay to or
registered assigns the principal sum of ________________________________________
Dollars on July 1, 2012, together with interest at seven percent (7%) per annum.
The  provisions on the back of this certificate are incorporated as if set forth
on  the  face  of  the  certificate.

                                         Interest Payment Dates:
                                         The first day of each calendar quarter

                                         Record Dates:
                                         The first day of the third month of the
                                         calendar quarter

DATED:

Authenticated to be one of the
Debentures described in the
Indenture referred to herein:

THE BANK OF NEW YORK, as                 INTERVEST  MORTGAGE  CORPORATION
  Registrar

By: _______________________ (Seal)       By:  __________________________
    Authorized  Signatory                     President

                                         By:  __________________________
                                              Secretary


                                      F-1
<PAGE>
                             (REVERSE OF DEBENTURE)

             Series __/__/04 Subordinated Debenture due July 1, 2012

     1.   Interest.  The  Company  promises  to  pay  interest  on the principal
          --------
amount  of  this  Debenture at the rate per annum shown above.  The Company will
pay interest quarterly on January 1, April 1, July 1 and October 1 of each year.
With  respect  to  Debentures sold on the date $12,000,000 or more of Debentures
are first approved for issuance (the "First Closing Date"), interest will accrue
on principal from the First Closing Date.  With respect to Debentures sold after
the  First  Closing  Date,  interest  will accrue on principal commencing on the
first  day  of  the  month  of  sale,  if the Debenture is sold on or before the
fifteenth  day  of the month, or commencing on the sixteenth day of the month of
sale,  if  the  Debenture is sold after the fifteenth day of the month, provided
that interest shall not accrue from prior to the First Closing Date.  Debentures
sold  after  the First Closing Date shall be deemed sold on the date the Company
(or  an underwriter on its behalf) receives payment therefor.  The first payment
of  interest  shall  be  due  on  the  first  day of the second calendar quarter
following  the  date  of sale of the Debenture, or such earlier date selected by
the  Company  without  requirement  of  notice  After  the  first  payment date,
interest  on  the  Debenture  will  accrue  from  the  most recent date to which
interest  has been paid.  Interest accrues from the date of closing and interest
will  be  computed  on  the  basis of a 360 day year consisting of twelve 30-day
months.

     2.   Method of Payment.  The Company will pay interest on the Debentures to
          -----------------
the persons who are registered holders of Debentures at the close of business on
the  first  day  of  the  third  month  of  the  calendar quarter.  Holders must
surrender  Debentures  to  a  Paying  Agent  to collect principal payments.  The
Company  will  pay  principal and interest in money of the United States that at
the  time  of  payment  is legal tender for payment of public and private debts.
The  Company  may,  however,  pay principal and interest by its check payable in
such  money.  It  may  mail  payments  to  a  holder's  registered  address.

     3.   Paying  Agent and Registrar.  The Bank of New York, a New York banking
          ---------------------------
corporation,  will  act  as Registrar and will authenticate the Debentures.  The
Bank  of  New  York  will  also act as the initial Paying Agent. The Company may
change  any  Paying  Agent,  Registrar  or  co-Registrar  without  notice.

     4.   Indenture.  This  Debenture  is  one  of  a  duly authorized series of
          ---------
Debentures  issued  by the Company under an Indenture dated as of ______ 1, 2004
(the  "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").  The term "Debentures" being used herein refers to all Maturities of
Debentures  issued  under  the  Indenture.  Capitalized terms herein are used as
defined  in  the Indenture unless otherwise indicated.  Reference is hereby made
to  the  Indenture  for  a  description  of  the rights, obligations, duties and
immunities  of  the  Trustee  and  the  Debentureholders  and  for the terms and
conditions  upon  which the Debentures are and are to be issued.  The Debentures
are  general  unsecured  obligations  of  the  Company  limited to the aggregate
principal  amount  of  $14,000,000, of which a maximum of $3,000,000 will have a
maturity date of July 1, 2008, a maximum of $4,500,000 will have a maturity date
of July 1, 2010 and a maximum of $6,500,000 will have a maturity date of July 1,
2012.

     5.   Optional  Redemption.  The  Company  may  at  its  option  redeem  the
          --------------------
Debentures  of any CUSIP Number in whole or in part at any time.  The redemption
price for Debentures will be equal to:  (i) the face amount of the Debentures to
be  redeemed  plus  a  1%  premium if the redemption date is prior to January 1,
2006,  and  (ii)  the  face  amount  of  the  Debentures  to  be redeemed if the
redemption  date  is  on  or  after January1, 2006.  In all cases, the Debenture
holder  will  also  receive  interest  accrued  to  the  redemption  date.


                                      F-2
<PAGE>
     6.   Selection  and  Notice  of  Redemption.  If  less  than  all  of  the
          --------------------------------------
Debentures  of  any  CUSIP Number are to be redeemed, the Registrar shall select
the  Debentures  to  be redeemed by such method as the Registrar shall deem fair
and  appropriate,  or  if  the  Debentures  are  listed on a national securities
exchange,  in  accordance  with the rules of such exchange.  The Registrar shall
make the selection from the Debentures outstanding and not previously called for
redemption.  The  Registrar may select for redemption portions (equal to $10,000
or  any  integral  multiple  thereof) of the principal amount of Debentures that
have  denominations larger than $10,000.  Provisions of the Indenture that apply
to  Debentures called for redemption also apply to portions of Debentures called
for  redemption.  Notice  of  redemption will be mailed at least 30 days but not
more  than 90 days before the redemption date to each holder of Debentures to be
redeemed  at his registered address.  On and after the redemption date, which is
the  date  specified  by the Company in its notice, interest ceases to accrue on
Debentures  or  portions  thereof  called  for  redemption.

     7.   Optional  Repurchase.  Commencing  in  2008,  a  holder  will have the
          --------------------
option  to  require  the Company to repurchase the Debenture for the face amount
plus  accrued  interest,  provided that a request for repurchase, accompanied by
the  Debenture  and  a  written  and  duly  executed  instrument  of transfer is
submitted  to  the  Company no earlier than May 1 and no later than May 31 to be
effective  as of July 1 of that  year.  Repurchases shall be made once each year
as  of  January  1  and  are  subject  to the limitation that the Company is not
required  to  repurchase more than $100,000 principal amount of each maturity in
any  calendar  year,  on  a  non-cumulative  basis.  The Company will repurchase
Debentures  on  a  first-come,  first-served  basis.

     8.   Denominations,  Transfer,  Exchange.  The  Debentures  are issuable in
          -----------------------------------
registered  form  without  coupons  in  denominations  of  $10,000  and integral
multiples  of  $10,000.  A  holder  may  transfer  or  exchange  Debentures  in
accordance with the Indenture.  A Debenture containing a particular CUSIP Number
may  not  be  exchanged  for  a  Debenture containing another CUSIP Number.  The
Registrar  may  require  a  holder,  among  other things, to furnish appropriate
endorsements  and  transfer documents, and to pay any taxes and fees required by
law  or permitted by the Indenture.  The Registrar need not transfer or exchange
any  Debenture or portion of a Debenture selected for redemption, or transfer or
exchange any Debentures for a period of 15 days before a selection of Debentures
to  be  redeemed.

     9.   Persons  Deemed  Owners.  The  registered holder of a Debenture may be
          -----------------------
treated  as  the  owner  of  it  for  all  purposes.

     10.  Unclaimed  Money.  If  money  for the payment of principal or interest
          ----------------
remains  unclaimed for two years, the Trustee or Paying Agent will pay the money
back  to  the  Company,  if  the Company requests such repayment within one year
after such two year period that such money remains unclaimed.  If such unclaimed
money  is so paid back to the Company, thereafter, holders entitled to the money
must  look to the Company for payment as general creditors, unless an applicable
abandoned  property  law  designates another person.  If such unclaimed money is
not  so  paid  back  to  the  Company,  it  may be disposed of by the Trustee in
accordance  with  applicable  law.

     11.  Amendment,  Supplement,  Waiver.  Subject  to  certain exceptions, the
          -------------------------------
Indenture or the Debentures may be amended or supplemented, and any past default
or  compliance with any provision may be waived, with the consent of the holders
of  a  majority  in principal amount of the outstanding Debentures.  Without the
consent  of  any  Debentureholder,  the  Company  may
amend  or  supplement  the  Indenture  or  the Debentures to cure any ambiguity,
omission,  defect or inconsistency, to comply with Article Five of the Indenture
(providing  for  the  assumption  of  the  obligations  of the Company under the
Indenture  by  a  successor  corporation),  or  to make any change that does not
adversely  affect  the  rights  of  any  Debentureholder.


                                      F-3
<PAGE>
     12.  Defaults  and  Remedies.  The Indenture provides that the Trustee will
          -----------------------
give  the  Debentureholders  notice of an uncured Default known to it, within 90
days  after the occurrence of an Event of Default (as defined in the Indenture),
or  as soon as practicable after it learns of an Event of Default which occurred
more  than  90  days beforehand; provided that, except in the case of Default in
the  payment  of principal of or interest on any of the Debentures or any amount
due  on  redemption,  the  Trustee  may withhold such notice if it in good faith
determines  that  the  withholding  of  such  notice  is  in the interest of the
Debentureholders.  In  case  an  Event  of Default occurs and is continuing, the
Trustee or the holders of not less than 25% of aggregate principal amount of the
Debentures  then  outstanding,  by  notice in writing to the Company (and to the
Trustee  if given by the Debentureholders), may declare the principal of and all
accrued  interest on all the Debentures to be due and payable immediately.  Such
declaration may be rescinded by holders of a majority in principal amount of the
Debentures  if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or  waived and if the rescission would not conflict with any judgment or decree.
The  Indenture requires the Company to file periodic reports with the Trustee as
to  the  absence  of  defaults.

     13.  Subordination.  The  indebtedness  evidenced  by all of the Debentures
          -------------
is, to the extent provided in the Indenture, subordinate and subject in right of
payment  to  the  prior  payment  in  full  of all Senior Indebtedness, and this
Debenture is issued subject to such provisions of the Indenture, and each holder
of  this  Debenture  by  accepting  same,  agrees  to and shall be bound by such
provisions.  "Senior Indebtedness" means Indebtedness of the Company outstanding
at  any time, whether outstanding on the date hereof or hereafter created, which
(i) is secured, in whole or in part, by any asset or assets owned by the Company
or  a Subsidiary, or (ii) arises from unsecured borrowings by the Company from a
commercial  bank,  a  savings bank, a savings and loan association, an insurance
company,  a company whose securities are traded in a national securities market,
or  any  wholly-owned  subsidiary  of any of the foregoing, or (iii) arises from
unsecured  borrowings by the Company from any pension plan (as defined in   3(2)
of  the  Employee  Retirement  Income Security Act of 1974, as amended), or (iv)
arises  from  borrowings by the Company which are evidenced by commercial paper,
or  (v)  other  unsecured  borrowings  by  the  Company which are subordinate to
Indebtedness  of  a  type  described  in  clauses  (i),  (ii)  or (iv) above if,
immediately  after the issuance thereof, the total capital, surplus and retained
earnings of the Company exceed the aggregate of the outstanding principal amount
of  such borrowings, or (vi) is a guarantee or other liability of the Company of
or  with  respect  to Indebtedness of a Subsidiary of a type described in any of
clauses  (ii),  (iii)  or  (iv)  above.

     14.  Trustee  Dealings with the Company.  The Trustee, in its individual or
          ----------------------------------
any  other  capacity,  may  make  loans  to,  accept  deposits from, and perform
services  for  the  Company  or  its Affiliates, and may otherwise deal with the
Company  or  its  Affiliates,  as  if  it  were  not  the  Trustee.

     15.  No  Recourse  Against  Others.  A  director,  officer,  employee  or
          -----------------------------
stockholder,  as  such,  of  the  Company  shall  not have any liability for any
obligations  of  the  Company  under  the Debentures or the Indenture or for any
claim  based  on,  in  respect  of  or  by  reason of, such obligations or their
creation.  Each Debentureholder by accepting a Debenture waives and releases all
such  liability.  The  waiver  and release are part of the consideration for the
issue  of  the  Debentures.

     16.  Authentication.  This Debenture shall not be valid until the Registrar
          --------------
signs  the  certificate  of  authentication on the other side of this Debenture.

     17.  Abbreviations.  Customary abbreviations may be used in the name of the
          -------------
Debentureholder  or an assignee, such as:  TEN COM (=tenants in common), TEN ENT
(=tenants  by  entirety),  JT TEN (=joint tenants with right of survivorship and
not  as  tenants  in  common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors  Act).

     The  Company  will  furnish to any Debentureholder upon written request and
without  charge  a  copy  of  the  Indenture.  Requests may be made to Intervest
Mortgage  Corporation,  One  Rockefeller  Plaza,  Suite  400, New York, New York
10020-2002.


                                      F-4
<PAGE>
                                   ASSIGNMENT


If  you  want  to  assign  this  Debenture, fill in the form below and have your
signature  guaranteed  by a commercial bank or trust company or a member firm of
any national securities exchange registered under the Securities Exchange Act of
1934.

I or we assign and transfer this Debenture to

_______________________________________________________________________
(Please insert assignee's social security or tax identification number)


______________________________________________

______________________________________________

______________________________________________
(Print  or  type  assignee's  name,  address  and  zip  code)

and  irrevocably  appoint ______________________________________________________
agent  to  transfer  this  Debenture on the books of the Company.  The agent may
substitute  another  to  act  for  him.


Date:  _________________________       Your signature:  ________________________


                                 _______________________________________________
                                 (Sign exactly as your name appears on the other
                                 side of this Debenture)


Signature  Guarantee:     ___________________________


                                      F-5
<PAGE>