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                                                                    EXHIBIT 4.1b

                        SUPPLEMENT NO. 2 TO THE INDENTURE

                           dated as of July [ ], 2003

                                     between

                             SPECIALTY TRUST, INC.,
                formerly known as Specialty Mortgage Trust, Inc.,
                                    as Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
          formerly known as Bankers Trust Company of California, N.A.,
                                   as Trustee

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                  SUPPLEMENT NO. 2 to the iNDENTURE dated as of July [ ], 2003
("Supplemental Indenture No. 2") between SPECIALTY TRUST, INC., formerly known
as Specialty Mortgage Trust, Inc. (the "Issuer"), and DEUTSCHE BANK NATIONAL
TRUST COMPANY, formerly known as Bankers Trust Company of California, N.A., a
national banking association, as trustee (the "Trustee"), to the Indenture dated
as of January 1, 2001, by and between the Issuer and the Trustee (the "Initial
Indenture"), as amended by the Supplement No. 1 to the Indenture dated as of May
1, 2002 (the "Supplemental Indenture No. 1", together with the Initial
Indenture, the "Indenture").

                  WHEREAS, Section 9.01 of the Indenture permits entry into
agreements supplemental to the Indenture upon the terms and conditions specified
therein;

                  WHEREAS, the Issuer and the Trustee have heretofore executed
the Indenture;

                  WHEREAS, pursuant to Section 9.01(2) and (6) of the Indenture
the Issuer and the Trustee wish to amend certain terms of the Indenture by
entering into this Supplemental Indenture No. 2; and

                  WHEREAS, such action will not adversely affect the interests
of the Holders of the Notes.

                  NOW, THEREFORE, the Issuer and the Trustee agree to enter into
this Supplemental Indenture No. 2, hereby amending certain terms of the
Indenture, as of the date hereof as follows:

         Section 1.  Definitions. Each term used but not defined herein shall
have the meaning assigned to such term in the Indenture.

         Section 2.  Amendments.

                  A.       Clause (a) of Section 2.03 of the Indenture is hereby
deleted and replaced in its entirety with the following:

                           "(a)     General.

                           The Notes shall be designated generally as the
                  Specialty Trust, Inc. Collateralized Investment Notes.

                           The aggregate principal amount of Notes at any time
                  outstanding which may be executed, authenticated and delivered
                  under this Indenture is limited to $100,000,000."

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                  B.       The First Paragraph of Clause (c) of Section 2.03 of
the Indenture is hereby deleted and replaced in its entirety with the following:

                           The Notes will bear interest upon the unpaid
                  principal amount thereof from the date of issuance of the
                  Notes at the rate per annum fixed by the Issuer on the date of
                  issuance. Accrued interest on the Notes shall be computed on
                  the basis of a 365-day year and actual days elapsed or on the
                  basis of a 360-day year consisting of twelve 30-day months or
                  on the basis of such other method as may be determined by the
                  Issuer, as set forth in an Issuer Order delivered to the
                  Trustee on or prior to the date of issuance of the Notes. Once
                  determined, the rate of interest payable on a Note and the
                  method of computing interest will remain fixed until the Note
                  matures. The interest rate on the Notes will in no event be
                  less than the applicable federal rate which is a rate
                  periodically set by the Internal Revenue Service as the
                  minimum for short-term borrowings. Interest is payable to the
                  persons in whose names the Notes are registered at the
                  election of the Noteholder either (a) monthly in arrears on
                  the Payment Date of each month or such other day as may be
                  provided in the related Issuer Order, or (b) compounding
                  monthly, at the Stated Maturity.

                  C.       Exhibit A-1 is hereby added to the Indenture, in the
form of Exhibit I attached hereto

         Section 3. Counterparts. This Supplemental Indenture No. 2 may be
executed in several counterparts, each of which shall be deemed an original
hereof and all of which, when taken together, shall constitute one and the same
Supplemental Indenture No. 2.

         Section 4.  Ratification of Indenture. Except as provided herein, all
provisions, terms and conditions of the Indenture shall remain in full force and
effect. This Supplemental Indenture No. 2 is not intended to, and shall not,
modify, add to, or amend any of the terms of the Notes, including, but not
limited to, the Stated Maturity of the Notes, that were issued under the
Indenture prior to the date of this Supplemental Indenture No. 2. As
supplemented by this Supplemental Indenture No. 2, the Indenture is ratified and
confirmed in all respects.

         Section 5. Entire Agreement. This Supplemental Indenture No. 2 sets
forth the entire agreement between the Issuer and the Trustee with respect to
the subject matter hereof, and this Supplemental Indenture No. 2 supersedes and
replaces any agreement or understanding that may have existed between the Issuer
and the Trustee prior to the date hereof in respect of such subject matter.

                           [SIGNATURE PAGE TO FOLLOW]

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                  IN WITNESS WHEREOF, the parties hereto have executed this
Supplemental Indenture No. 2 as of the date set forth above.

                              SPECIALTY TRUST, INC.,
                               formerly known as Specialty Mortgage Trust, Inc.,
                               as Issuer

                              By: ______________________________________________
                                  Name:
                                  Title:

                              DEUTSCHE BANK NATIONAL TRUST COMPANY,
                               formerly known as Bankers Trust Company of
                               California, N.A., as Trustee

                              By: ______________________________________________
                                  Name:
                                  Title:

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                                    EXHIBIT I

                                   EXHIBIT A-1

                       [FORM OF FACE OF CERTIFICATED NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED BY ANY
GOVERNMENTAL AGENCY.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE INVESTOR ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
A(2), (A)3 OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE INVESTOR ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (E) TO AN INDIVIDUAL "ACCREDITED INVESTOR" AS DEFINED IN
SUBPARAGRAPH (A)(4), (A)(5) OR (A)(6) OF RULE 501 UNDER THE SECURITIES ACT WHO
IS RESIDING IN ONE OF THE JURISDICTIONS AUTHORIZED BY THE COMPANY AND WHO IS
ACQUIRING THE SECURITY FOR HIS OR HER OWN ACCOUNT FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO IT, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

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No. _______________                                            $_____________
Date of Issuance: ________________

                              SPECIALTY TRUST, INC.
                         Collateralized Investment Notes

     SPECIALTY TRUST, INC., a Maryland corporation (hereinafter called the
"Issuer," which term includes any successor under the Indenture referred to
below), for value received, hereby promises to pay to _____________________, or
its registered assigns (the "Holder") the principal sum of __________________
Dollars ($_______) on ____________ (the "Stated Maturity" of said principal
sum), and to pay interest upon the unpaid amount of such principal sum from the
date of issuance, monthly on the 20th of each month commencing on
___________________ (each an "Interest Payment Date"), at the rate of _____% per
annum, until the principal is paid in full or made available for payment.
Accrued interest on the Notes shall be computed on the basis of a 365-day year
and actual days elapsed or on the basis of a 360-day year consisting of twelve
30-day months or on the basis of such other method as may be determined by the
Issuer, as set forth in an Issuer Order delivered to the Trustee on or prior to
the issuance date of the Notes. Interest on the Notes will in no event be less
than the applicable federal rate. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Indenture dated as of _________,
2003, as amended (the "Indenture"), executed by Deutsche Bank National Trust
Company, formerly known as Bankers Trust Company of California, N.A., Trustee
(the "Trustee," which term includes any successor Trustee under the Indenture)
and the Issuer. Payment of principal and interest on this Note shall be subject
and pursuant to the provisions of the Indenture.

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

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by an authorized officer of the Issuer as of the date of issuance set
forth above.

                                        SPECIALTY TRUST, INC.

                                        By: __________________________
                                        Title:  ______________________

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to in the within-mentioned Indenture.

                                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                        formerly known as Bankers Trust Company
                                        of California, N.A. as Trustee

                                        By: __________________________
                                            Authorized Officer

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                            [FORM OF REVERSE OF NOTE]

     This Note is one of an authorized issue of Notes of the Issuer known as its
"Collateralized Investment Notes" (the "Notes"), limited in aggregate principal
amount up to U.S. $100,000,000 issued and outstanding at any one time. Reference
is hereby made to the Indenture and all indentures supplemental thereto for a
description of the nature and extent of the property assigned, pledged,
delivered, transferred and mortgaged thereunder, the rights, duties and
obligations of the Holders of the Notes, the Trustee and the Issuer, and terms
under which the Notes are authenticated, issued and secured. By receiving and
holding this Note, the Holder hereof accepts and agrees and is subject to all of
the terms and provisions of the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of not less than a majority
in aggregate principal amount of the Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture, and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holders of
the Notes shall be conclusive and binding upon the holder of this Note and upon
all future holders of this Note and of any Note issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note. The Indenture also permits certain amendments,
waivers and consents by the Company and the Trustee without the consent of the
Holders of any of the Notes.

     In any case where any Interest Payment Date or the Stated Maturity shall
not be a Business Day in Nevada, then any payment of interest or principal need
not be made on such date but may be made on the next succeeding Business Day in
Nevada with the same force and effect as if made on the Interest Payment Date or
the Stated Maturity, as the case may be, and no interest shall accrue with
respect to such payment for the period from and after such Interest Payment Date
or Stated Maturity to such next succeeding Business Day.

     If any Event of Default with respect to the Notes shall occur, the
principal of this Note may become or be declared due and payable, in the manner
and with the effect provided in the Indenture.

     The Notes are authorized and issuable only as registered Notes without
coupons in minimum denominations of $25,000. As provided in, and subject to the
provisions of, the Indenture, the Notes are exchangeable for other Notes of a
different authorized denomination or denominations, as requested by the Holder
surrendering the same; provided, however, that the Issuer shall not be required
to issue any Notes of a denomination less than $25,000.

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

     Prior to the due presentment for registration of transfer, the Issuer and
the Trustee and any agent of the Issuer or the Trustee shall treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note be overdue, and neither the Issuer nor the Trustee nor any agent of
either of them shall be affected by notice to the contrary.

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

     As provided in the Indenture, this Note shall for all purposes be governed
by and construed in accordance with the laws of the State of Nevada.

<PAGE>

     The Issuer intends that each Note be classified as debt for all purposes,
and the Issuer shall treat, and each Noteholder by acceptance of the Note shall
be deemed to have agreed to treat, the Note as debt for all tax purposes and
shall make all reportings and filings in a manner consistent with such
classification unless and to the extent otherwise required by an applicable
taxing authority.

                                    TRANSFER

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________ (Please print or typewrite name and address of
Assignee) _________________________ (Please insert Social Security or tax
identification number of Assignee) the within Note, and all rights thereunder,
hereby irrevocably constitution and appointing _____________________ Attorney to
transfer said Note on the books of the Issuer with full power of substitution in
the premises.

Dated: __________________________               _____________________________
                                                   Signature of Transferor

     NOTICE: The signature to this transfer must correspond with the name as
written upon the face of this Note in every particular without alteration or
enlargement or any change whatever. If required by the Issuer, the signature
must be guaranteed by a commercial bank or trust company or by a member of a
signature guaranty medallion program. Notarized or witnessed signatures are not
acceptable.