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                 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
                                    (Issuer)

                                       to


              SunTrust Bank, Central Florida, National Association
                                   as Trustee
                                    (Trustee)



                                 TRUST INDENTURE



                         Dated as of September 24, 1997


                                    Securing
                                   $2,500,000
                 Orange County Industrial Development Authority,
                      Industrial Development Revenue Bonds
                          (ELXSI Project), Series 1997


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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I      DEFINITIONS.....................................................5

     Section 101.  Definitions.................................................5
     Section 102.  Rules of Construction.......................................9

ARTICLE II     FORM, EXECUTION AND DELIVERY OF THE BONDS......................10

     Section 201.  Limitation on Issuance of Bonds............................10
     Section 202.  Form of the Bonds..........................................10
     Section 203.  Details of Bonds; Execution and Payment....................10
     Section 204.  Authentication of Bonds....................................11
     Section 205.  Exchange of Bonds..........................................11
     Section 206.  Transfer of Bonds..........................................11
     Section 207.  Ownership of Bonds.........................................12
     Section 208.  Authorization of Bonds.....................................12
     Section 209.  Replacement of Mutilated, Destroyed, Lost or Stolen Bonds..15
     Section 210.  Initial Rate; Adjustment of Rate...........................15
     Section 211.  Taxable Rate...............................................15
     Section 212.  Authorized Representative..................................16
     Section 213.  Increased Costs............................................17
     Section 214.  Continuation and Conversion Elections......................17
     Section 215.  Funding....................................................18
     Section 216.  Eurodollar Rate Lending Unlawful...........................18
     Section 217.  Eurodollar Deposits Unavailable............................19
     Section 218.  Increased Eurodollar Rate Bond Costs, etc..................19
     Section 219.  Funding Losses.............................................19
     Section 220.  Bondholder to Calculate and Invoice Payments...............20

ARTICLE III    REDEMPTION OF BONDS............................................21

     Section 301.  Redemption of Bonds........................................21
     Section 302.  Notice of Redemption.......................................22
     Section 303.  Effect of Calling for Redemption...........................22

ARTICLE IV     PROJECT FUND...................................................23

     Section 401.  Creation of and Deposits to the Project Fund...............23
     Section 402.  Payments from the Project Fund.............................23
     Section 403.  Trustee May Rely on Requisitions...........................23
     Section 404.  Completion Date............................................24

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<PAGE>

     Section 405.  Transfer to the Bond Fund..................................24
     Section 406.  Trustee's Records..........................................24

ARTICLE V      BOND FUND......................................................25

     Section 501.  Creation of and Deposits to the Bond Fund..................25
     Section 502.  Use of Moneys in the Bond Fund.............................25
     Section 503.  Moneys Withdrawn from the Bond Fund or Received
                      from Other Sources......................................25
     Section 504.  Non-Presentment of Bonds; Escheat..........................26
     Section 505.  Cancellation of any Bond Upon Payment......................26

ARTICLE VI     DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS
               AND INVESTMENT OF FUNDS........................................27

     Section 601.  Security for Deposits......................................27
     Section 602.  Investment of Moneys.......................................27

ARTICLE VII  PARTICULAR COVENANTS AND PROVISIONS..............................28

     Section 701.  Covenant to Pay Bonds; Bonds Limited 
                      Obligations of the Issuer...............................28
     Section 702.  Covenants to Perform Obligations under this Indenture......28
     Section 703.  Covenant to Perform Obligations under the Loan Agreement...29
     Section 704.  Trustee May Enforce Issuer's Rights Under Loan Agreement...29
     Section 705.  Covenant Against Arbitrage.................................29
     Section 706.  Inspection of Bond Registration Books......................30

ARTICLE VIII  DEFAULTS AND REMEDIES...........................................31

     Section 801.  Defaults...................................................31
     Section 802.  Acceleration...............................................31
     Section 803.  Trustee May Bring Suit.....................................31
     Section 804.  Trustee May File Claim in Bankruptcy.......................32
     Section 805.  Pro Rata Application of Funds..............................33
     Section 806.  Effect of Discontinuance of Proceedings....................34
     Section 807.  Holder of Bond May Control Proceedings.....................35
     Section 808.  Restrictions Upon Actions by Bondholder....................35
     Section 809.  Receiver...................................................35
     Section 810.  Actions by Trustee.........................................35
     Section 811.  No Remedy Exclusive........................................35
     Section 812.  No Delay or Omission Construed to be a Waiver..............36
     Section 813.  Waiver of Defaults.........................................36
     Section 814.  Remedies Herein Additional to Remedies in Other Agreements.36

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ARTICLE IX     CONCERNING THE TRUSTEE.........................................37

     Section 901.  Acceptance of Trusts.......................................37
     Section 902.  Trustee to Give Notice.....................................38
     Section 903.  Trustee Entitled to Indemnity..............................38
     Section 904.  Trustee Not Responsible for Insurance, Taxes, Execution
                      of Indenture, Acts of the Issuer or Application of 
                      Moneys Applied in Accordance with this Indenture........38
     Section 905.  Compensation...............................................39
     Section 906.  Trustee to Preserve Records................................39
     Section 907.  Trustee May be Bondholder..................................39
     Section 908.  Trustee Not Responsible for Recitals.......................39
     Section 909.  No Trustee Responsibility for Recording or Filing..........39
     Section 910.  Trustee May Rely on Certificates...........................40
     Section 911.  Qualification of the Trustee...............................40
     Section 912.  Resignation and Removal of Trustee.........................40
     Section 913.  Successor Trustee..........................................41
     Section 914.  Co-Trustee.................................................42

ARTICLE X      EXECUTION OF INSTRUMENTS BY BONDHOLDERS
               AND PROOF OF OWNERSHIP OF BONDS................................43

     Section 1001.  Execution of Instruments by Bondholders and 
                      Proof of Ownership of Bonds.............................43
     Section 1002.  Preservation of Information...............................43

ARTICLE XI     SUPPLEMENTS AND AMENDMENTS TO INDENTURE........................44

     Section 1101.  Supplements and Amendments Not Requiring Bondholder 
                      Consent.................................................44
     Section 1102.  Supplements and Amendments Requiring Bondholder Consent...44
     Section 1103.  Supplements and Amendments Deemed Part of Indenture.......45
     Section 1104.  Discretion of Trustee in Entering into Supplements
                       and Amendments.........................................45
     Section 1105.  Consent of Borrower Required..............................46

ARTICLE XII  SUPPLEMENTS AND AMENDMENTS TO THE LOAN AGREEMENT
             THE MORTGAGE, THE SECURITY AGREEMENT, AND THE
             ENVIRONMENTAL AGREEMENT..........................................47

     Section 1201.  Supplements and Amendments Requiring Bondholder Consent...47
     Section 1202.  Amendments to Financial Covenants.........................47

ARTICLE XIII  PAYMENT.........................................................48

ARTICLE XIV  MISCELLANEOUS PROVISIONS.........................................49

     Section 1401.  Covenants of Issuer to Bind its Successors................49
     Section 1402.  Notices...................................................49
     Section 1403.  Trustee as Paying Agent and Bond Registrar................50

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     Section 1404.  Rights Under Indenture....................................50
     Section 1405.  Form of Certificates and Opinions.........................50
     Section 1406.  Severability..............................................50
     Section 1407.  Covenants of Issuer Not Covenants of 
                       Officials Individually.................................50
     Section 1408.  Florida Law Governs.......................................51
     Section 1410.  Execution in Counterparts.................................51

EXHIBIT A - FORM OF BOND 
EXHIBIT B - REQUISITION  AND  CERTIFICATE  
EXHIBIT C - DESCRIPTION  OF REAL PROPERTY  
EXHIBIT D - FORM OF INVESTOR  LETTER  
EXHIBIT E - BOND COUNSEL OPINION LETTER






                                       iv
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                                 TRUST INDENTURE

     THIS TRUST  INDENTURE,  dated as of September  24, 1997 (the  "Indenture"),
between ORANGE COUNTY INDUSTRIAL  DEVELOPMENT AUTHORITY, a public body corporate
and politic and a public  instrumentality duly created and existing under and by
virtue of the laws of the State of Florida (the  "Issuer")  and  SUNTRUST  BANK,
CENTRAL  FLORIDA,  NATIONAL  ASSOCIATION,  a national  banking  association,  as
Trustee  (in its  capacity  as  trustee  to be  hereinafter  referred  to as the
"Trustee");

                              W I T N E S S E T H:

     WHEREAS,  the  Issuer  intends  to (a)  issue  and sell to Bank of  America
National  Trust  and  Savings  Association,  with a banking  office in  Chicago,
Illinois  (in its capacity as the initial  purchaser  of the Issuer's  bonds and
together  with any  future  holders  of bonds,  hereinafter  referred  to as the
"Bondholder" or "Bondholders"), its industrial development revenue bond or bonds
in the aggregate  principal amount of $2,500,000.00  (the "Bond" or "Bonds") and
use the proceeds thereof to make a loan to ELXSI, a California  corporation (the
"Borrower")   to  finance  the  cost  of  the   acquisition   and   installation
(collectively,  "Acquisition")  of the "Project" as further  defined in the Loan
Agreement referred to below),  such Project to be used by the Borrower,  for the
primary purpose of manufacturing  video inspection and rehabilitation  equipment
for  wastewater  and  drainage  systems,  pursuant  to the terms and  conditions
contained  herein;  (b) provide for the Acquisition of the Project pursuant to a
Loan Agreement of even date herewith (the "Loan  Agreement")  between the Issuer
and the  Borrower  whereby the Issuer will loan to the  Borrower the proceeds of
the sale of the  Bonds;  and (c) secure  the  repayment  of the Bonds by (i) the
assignment  contained herein from the Issuer to the Trustee for the Bondholders,
pursuant  to which the Issuer  assigns  to the  Trustee  for the  benefit of the
Bondholders  certain of its rights under the Loan  Agreement,  endorses  without
recourse  to the order of, and  pledges  and  assigns  to, the  Trustee  for the
Bondholders,  the  promissory  note issued by the Borrower  pursuant to the Loan
Agreement  (the  "Note"),  assigns  to  the  Trustee  for  the  benefit  of  the
Bondholders,  the Mortgage and Security Agreement of even date herewith from the
Borrower to the Issuer (the "Mortgage") upon the Mortgaged  Property (as defined
in the Loan  Agreement),  pursuant  to which the  Borrower  has  conveyed to the
Issuer,  inter alia, a first lien upon the Mortgaged Property and all additions,
modifications and improvements  thereto,  assigns to the Trustee for the benefit
of the  Bondholders  the Security  Agreement of even date  herewith  between the
Borrower  and the  Issuer  (the  "Security  Agreement"),  pursuant  to which the
Borrower has granted to the Issuer a security interest in certain  collateral of
the Borrower,  and assigns to the Trustee for the benefit of the Bondholders the
Environmental  Indemnification Agreement of even date herewith from the Borrower
to the Issuer (the "Environmental Agreement");  and (ii) a Guaranty Agreement of
even date herewith from ELXSI  Corporation  (the  "Guarantor") to the Bondholder
pursuant to which the Guarantor guarantees prompt payment of the Bonds; and

     WHEREAS,  the Trustee has accepted the trusts created by this Indenture and
in evidence thereof has joined in the execution hereof:


<PAGE>


     NOW, THEREFORE,  in consideration of the premises, of the acceptance by the
Trustee of the trusts hereby created,  and of the purchase and acceptance of the
Bonds by the  Bondholders,  and also for and in  consideration of the sum of One
Dollar to the Issuer in hand paid by the Trustee at or before the  execution and
delivery of this Indenture, the receipt of which is hereby acknowledged, and for
the  purpose of fixing and  declaring  the terms and  conditions  upon which the
Bonds are to be issued,  delivered,  secured and accepted by the Bondholders and
any and all  other  Persons  who shall  from  time to time be or become  holders
thereof,  and in order to secure the payment of the Bonds at any time issued and
outstanding hereunder and the interest thereon according to their tenor, purport
and effect,  and in order to secure the  performance  and  observance of all the
covenants, agreements and conditions therein and herein contained;

     THE ISSUER DOES HEREBY  PLEDGE AND ASSIGN and grant a security  interest in
and unto the  Trustee  and its  successors  and  assigns  for the benefit of the
holders of the Bonds of all right,  title and  interest of the Issuer  presently
owned or hereafter  acquired in and to the following  (collectively,  the "Trust
Estate"):

     (b) The Loan  Agreement (as the same may from time to time be  supplemented
or  amended),  including,  but not limited to, all  payments  of  principal  and
interest  due and to become  due under the Note and the Loan  Agreement  whether
made at their  respective due dates or as  prepayments  permitted or required by
the Loan Agreement,  together with full power and authority,  in the name of the
Issuer or otherwise, to demand, receive,  enforce, collect or receipt for any or
all of the foregoing,  to endorse or execute any checks or other  instruments or
orders,  to file any claims and to take any action  which the  Trustee  may deem
necessary  or  advisable  in  connection   therewith,   and  the  Issuer  hereby
irrevocably  appoints  the  Trustee  attorney-in-fact  of the  Issuer  for  such
purposes,  which  appointment  is coupled with an interest  and is  irrevocable;
provided,  however, that the Issuer shall continue to have all rights,  together
with the Trustee, contained in the following sections of the Loan Agreement:

          (i) Section 7.1  (pertaining  to the  Issuer's  right of access to the
     Plant and certain records);

          (ii) Section 7.4  (pertaining to the Issuer's right to receive certain
     information);

          (iii) Section 7.5 (pertaining to the Issuer's right to receive payment
     for certain costs and expenses);

          (iv)  Section  7.6  (pertaining  to  the  Issuer's  right  to  certain
     payments);

          (v)  Section  7.8  (pertaining  to the  Issuer's  right to release and
     indemnification);

          (vi) Section 7.12 (pertaining to the Issuer's right to receive certain
     information);

          (vii)  Section 8.1  (pertaining  to the  Issuer's  right to consent or
     withhold  consent 

                                       2
<PAGE>


     to assignment of rights of the Borrower  under the Loan  Agreement or lease
     or sale of the  Plant);  (viii)  Sections  9.2 and 9.5  (pertaining  to the
     Issuer's right to reimbursement of expenses incurred upon a default);

          (ix) Sections  10.1(b),  10.2(a) and 10.3  (pertaining to the Issuer's
     right  to  notice  of  prepayments  and  rights  upon  a  Determination  of
     Taxability or a Cessation of Operation);

          (x)  Section  11.5  (pertaining  to  the  Issuer's  right  to  receive
     notices); and

          (xi) Sections 11.12 and 11.13  (pertaining  to the  limitations on the
     liability of the Issuer).

     (c) The Note of even date  herewith  of the  Borrower  to the Issuer in the
maximum principal amount of $2,500,000.00  evidencing the Borrower's  obligation
to repay  the loan  made by the  Issuer  to the  Borrower  pursuant  to the Loan
Agreement,  together  with  interest  thereon  and other  amounts  with  respect
thereto,  as provided for in the Loan Agreement,  the Issuer having on this date
endorsed,  pledged and assigned  the Note  without  recourse to the order of and
delivered the same to the Trustee as security for the  obligations of the Issuer
to the Trustee hereinafter referred to;

     (d) The Mortgage  covering the  Mortgaged  Property (as defined in and more
particularly described in the Mortgage);

     (e) The Security  Agreement covering the Collateral (as defined in and more
particularly described in the Security Agreement);

     (f) The  Environmental  Agreement  (as  defined  in and  more  particularly
described in the Loan Agreement);

     (g) All money or securities  (and any investment  earnings  thereon) at any
time on  deposit  in, in transit  to or credit to any  account  or fund  created
hereunder, including without limitation, the Project Fund and the Bond Fund; and

     (h) Any and all other real or  personal  property  and rights of every kind
and nature heretofore or from time to time hereafter,  by delivery or by writing
of any kind, granted, bargained, sold, conveyed, assigned, transferred,  pledged
or mortgaged to the Issuer,  as and for additional  security  hereunder,  by the
Borrower  or by  anyone  on  behalf  of, or with the  written  consent  of,  the
Borrower;

and it is so mutually  agreed and  covenanted by and between the parties  hereto
for the equal and proportionate  benefit and security of the Bondholders without
preference,  priority  or  distinction  as  to  lien  or  otherwise,  except  as
hereinafter provided, of any one Bond over any other Bond, by

                                       3
<PAGE>

reason of priority in the issue, sale or negotiation  thereof or otherwise,  for
the  benefit of the  Bondholders  and as  security  for the  fulfillment  of the
obligations of the Issuer hereunder;

     TO HAVE AND TO HOLD the same forever,  subject, however, to the exceptions,
reservations and matters therein and herein recited but IN TRUST,  nevertheless,
for the  benefit  and  security  of the  holders  from time to time of the Bonds
delivered hereunder and issued by the Issuer and outstanding;

     PROVIDED,  HOWEVER,  that if,  after the right,  title and  interest of the
Trustee  in and to the  Trust  Estate  pledged  and  assigned  to it under  this
Indenture  shall have  ceased,  terminated  and become void in  accordance  with
Article XIII hereof,  the  principal  of,  premium,  if any, and interest on the
Bonds and any other  obligations  arising  hereunder shall have been paid to the
Bondholders  and the Trustee,  and all sums of money due or to become due to the
Issuer under the provisions of the Loan Agreement,  the Note, the Mortgage,  the
Security  Agreement,  the  Environmental  Agreement,  or any other instrument or
agreement  executed or delivered in  connection  therewith (or to the Trustee as
assignee   thereof)  then,   except  as  provided   herein  with  respect  to  a
Determination  of Taxability,  this Indenture and all covenants,  agreements and
other  obligations of the Issuer  hereunder shall cease,  terminate and be void,
and thereupon the Trustee shall cancel and discharge  this Indenture and execute
and deliver to the Issuer and the Borrower such  instruments in writing as shall
be required to evidence the discharge hereof; otherwise, this Indenture shall be
and remain in full force and effect.

     THIS INDENTURE FURTHER WITNESSETH,  and it is expressly declared,  that the
Bonds issued and secured  hereunder are to be issued and delivered and the Trust
Estate and other  revenues and funds herein pledged and assigned are to be dealt
with  and  disposed  of  under,  upon  and  subject  to the  terms,  conditions,
stipulations,  covenants,  agreements,  trusts, uses and purposes as hereinafter
expressed,  and the Issuer has agreed and covenanted,  and does hereby agree and
covenant,  with the  Trustee  and with the  holder and owner of said  Bonds,  as
follows, that is to say:


                                       4
<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

     Section 101.  Definitions.  All words and terms defined in Article I of the
Loan Agreement shall have the same meanings in this Indenture,  unless otherwise
specifically defined herein. In addition,  the following words and terms as used
in this Indenture shall have the following meanings unless some other meaning is
plainly intended:

     "Bond Counsel" shall mean Akerman,  Senterfitt & Eidson, P.A., or any other
firm of attorneys of nationally recognized standing in matters pertaining to the
tax-exempt  nature of  interest  on bonds  issued by states and their  political
subdivisions and acceptable to the Bondholder and the Issuer.

     "Bondholder" or "Holder" shall mean the Registered Owner.

     "Bond Registrar" shall mean the Bond Registrar as designated in Section 206
of this Indenture.

     "Bond Registration Books" shall have the meaning provided in Section 206 of
this Indenture.

     "Business Day" means:

          (i) any day which is neither a Saturday or Sunday nor a legal  holiday
on which banks are authorized or required to be closed in Chicago,  Illinois, or
Orlando, Florida; and

          (ii)  (a)  relative  to the  date  of  continuing  any  Bonds  as,  or
converting the Bonds from or into, Eurodollar Rate Bonds,

                (b) making any payment or  prepayment of principal of or payment
of interest on any portion of the principal amount of any Bonds being maintained
as Eurodollar Rate Bonds, or

                (c) Borrower's giving any notice (or the number of Business Days
to elapse  prior to the  effectiveness  thereof) in  connection  with any matter
referred to in clause(ii)(a) or (ii)(b) above,

any day on which dealings in Dollars are carried on in the interbank  Eurodollar
market of the Bondholder's Eurodollar Office.

     "Compensatory  Amount" shall have the meaning  ascribed  thereto in Section
213 hereof.

     "Eurodollar  Office" means the office of the Bondholder  designated as such
from time to 

                                       5
<PAGE>


time by notice  from the  Bondholder  to  Borrower,  whether or not  outside the
United States of America.

     "Eurodollar  Rate" means,  relative to the Interest  Period for  Eurodollar
Rate Bonds,  the rate of  interest  equal to the average  (rounded  upwards,  if
necessary,  to the  nearest  0.0625%)  of the rates  per  annum at which  Dollar
deposits  in  immediately  available  funds  are  offered  to  the  Bondholder's
Eurodollar Office in the interbank  eurodollar market as at or about 10:00 a.m.,
Chicago time, two Business Days prior to the beginning of such Interest  Period,
for  delivery  on  the  first  day  of  such  Interest  Period,   in  an  amount
approximately equal or comparable to the principal amount of the Bonds and for a
period equal to such Interest  Period.  The Eurodollar Rate shall be computed on
the basis of a 360-day year for the actual number of days elapsed.

     "Eurodollar Rate (Adjusted)" means,  relative to Bonds to be continued,  or
maintained as, or converted into, Eurodollar Rate Bonds for any Interest Period,
a rate per  annum  (rounded  upwards,  if  necessary,  to the  nearest  0.0625%)
determined pursuant to the following formula:

                  Eurodollar Rate       =        Eurodollar Rate
                  (Adjusted)                   1 - the Eurodollar
                                               Reserve Percentage.

     "Eurodollar Rate Bonds" means Bonds bearing  interest,  at all times during
the Interest Period  applicable to such Bonds, at a rate of interest  determined
by reference to the Eurodollar Rate (Adjusted).

     "Eurodollar Reserve Percentage" means,  relative to each Interest Period, a
percentage  (expressed  as a decimal)  equal to the daily  average  during  such
Interest  Period  of the  percentages  in  effect  on each day of such  Interest
Period,  as prescribed by the Federal Reserve Board, for determining the maximum
reserve  requirements  applicable  to  "Eurocurrency  Liabilities"  pursuant  to
Regulation D or any other  applicable  regulation  of the Federal  Reserve Board
which prescribes reserve requirements  applicable to "Eurocurrency  Liabilities"
as currently defined in Regulation D.

     "Excluded  Taxes" means taxes  imposed on the net income of  Bondholder  or
imposed  on  Bondholder  by reason of  Bondholder  being  engaged  in a trade or
business  in the United  States of America or having a fixed  place of  business
therein.

     "Interest Period" means, relative to Eurodollar Rate Bonds, the period from
the date on which such  Eurodollar  Rate Bonds are  continued  as, or  converted
into, a Eurodollar  Rate Bond pursuant to Section 214, and,  unless the maturity
of  such  Eurodollar  Rate  Bond  is  accelerated,  the  day  which  numerically
corresponds  to such date one, two or three months  thereafter,  as Borrower may
select in its relevant notice pursuant to Section 214; provided that:

     (a) if there exists no numerically  corresponding  day in such month,  such
Interest  Period shall end on the last  Business Day of such month;  

     (b) if such  Interest  Period would  otherwise  end on a day which is not a
Business Day, 

                                       6
<PAGE>


such Interest  Period shall end on the next following  Business Day (unless such
next following  Business Day is a Business Day falling in a new calendar  month,
in which case such Interest  Period shall end on the Business Day next preceding
such numerically corresponding day); and

     (c)  Borrower  shall not be  permitted  to select,  and there  shall not be
applicable, any Interest Period that would end later than the date all principal
of the Bonds is due.

     "Investment   Obligations"   means  any  one  or  more  of  the   following
investments,  if and to the extent the same are then legal investments under the
applicable  laws of the State of Florida  for  moneys  proposed  to be  invested
therein:  (i) direct and general  obligations of the United States of America or
obligations  for  which  the  United  States  of  America  has   unconditionally
guaranteed  or  assumed  the  obligation  of the  payment of the  principal  and
interest thereon;  (ii) obligations of the Federal Land Bank,  Federal Home Loan
Banks,  Federal  National  Mortgage  Association,  Federal  Intermediate  Credit
Corporation,  Federal Banks for Cooperatives, and direct and general obligations
of any agencies of the United  States of America not  included in the  foregoing
listing; (iii) direct and general full faith and credit obligations of the State
of Florida;  (iv) direct and general  full faith and credit  obligations  of any
political unit in the State of Florida;  (v) obligations of banks or savings and
loan associations to the extent that the same are insured by the Federal Deposit
Insurance  Corporation or the Federal  Savings and Loan  Insurance  Corporation,
respectively;  (vi) certificates of deposit or repurchase agreements of any bank
or trust company  (including the Trustee) if such certificates or agreements are
collaterally secured by investments,  of the type described in clauses (i), (ii)
or  (iii)  above  held by  another  bank or trust  company  as  escrow  agent or
custodian,  of a market value not less than the amount,  including interest,  of
the certificates so secured;  (vii) certificates of deposit or other obligations
of banks or trust companies  (including the Trustee) organized under the laws of
the  United  States  of  America  or  any  state  thereof,  to the  extent  such
certificates or other  obligations are insured by an agency of the United States
of America;  (viii)  funds and  interests  in funds the assets of which  consist
solely of obligations of the type described in clauses (i) and (ii) above, which
funds shall have assets in excess of $500,000,000; and (ix) any other investment
authorized in writing by the Bondholder.

     "Majority  Bondholders"  means the  Registered  Owners of a majority of the
aggregate outstanding principal amount of the Bonds.

     "Outstanding"  means the Bond or Bonds  which have been  authenticated  and
delivered by the Trustee under this Indenture, except:

          (i) Bonds which have been paid or redeemed or delivered to or acquired
     by the Trustee for cancellation;

          (ii) Bonds which have been deemed to have been paid in accordance with
     Article XIII hereof; and

          (iii) Bonds in lieu of which another Bond has been  authenticated  and
     delivered under this Indenture;

                                       7
<PAGE>

provided,  however,  that in determining  whether the  Registered  Owners of the
requisite principal amount of outstanding Bonds have given any request,  demand,
authorization,  direction,  notice, consent or waiver hereunder,  Bonds owned by
the Issuer or the Borrower or any other obligor (including a guarantor) upon the
Bonds or the Loan Agreement or any Subsidiary or other  Affiliate (as defined in
the Loan  Agreement) of the Borrower or such other obligor shall be  disregarded
and deemed not to be  outstanding,  except  that,  in  determining  whether  the
Trustee  shall  be  protected  in  relying  upon  any  such   request,   demand,
authorization,  direction,  notice,  consent  or waiver,  only  Bonds  which the
Trustee knows to be so owned shall be so disregarded.  Bonds so owned which have
been  pledged  in good  faith may be  regarded  as  outstanding  if the  pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with  respect  to such  Bonds  and that the  pledgee  is not the  Issuer  or the
Borrower  or any  other  obligor  upon the  Bonds or the Loan  Agreement  or any
Subsidiary or other Affiliate of the Borrower or such other obligor.

     "Principal  Office" of the  Trustee or Bond  Registrar  means the office at
which,  at the time in question,  its corporate  trust  business is  principally
conducted.

     "Reference  Rate"  means,  at any time and from time to time,  the rate per
annum then most recently  announced by the  Bondholder at its head office as its
reference rate. The Reference Rate is not necessarily  intended to be the lowest
rate of interest  determined by the Bondholder in connection  with extensions of
credit.  Changes in the rate of  interest  on  Reference  Rate Bonds  shall take
effect  simultaneously  with each change in the Reference  Rate.  The Bondholder
shall give notice  promptly to Borrower of changes in the  Reference  Rate.  The
Reference  Rate shall be computed on the basis of a 365-day  year for the actual
number of days elapsed.

     "Reference Rate Bond" means a Bond bearing  interest at a fluctuating  rate
determined by reference to the Reference Rate.

     "Registered  Owner" shall mean the person or persons in whose name the Bond
or Bonds are registered on the books kept by the Bond Registrar for such purpose
under Section 206 of this Indenture.

     "Regulatory Change" means, relative to the Bondholder:

          (a) any  change  after  the date of  issuance  of the Bonds in (or the
adoption,  implementation,  phase-in or  commencement of  effectiveness  of) any
applicable law,  guideline or request  (whether or not having the force of law);
or

          (b)  any  change  after  the  date of  issuance  of the  Bonds  in the
application  to the  Bondholder  of any  applicable  law,  guideline  or request
(whether  or not  having the force of law),  including  a  determination  by the
Bondholder to apply the  requirements  of changes to  Regulations H and Y of the
Federal  Reserve  Board  issued on January 19, 1989 and the  regulations  of the
Comptroller of the Currency, 12 C.F.R. Part 3, Appendix A, issued on January 

                                      8
<PAGE>


27, 1989 to the Bonds.

     "Requisite  Bondholders"  shall mean the holders of more than sixty-six and
two-thirds  percent (66-2/3%) of the aggregate  outstanding  principal amount of
the Bonds.

     "Responsible  Officer" when used with respect to the Trustee shall mean the
chairman  or  vice-chairman   of  the  Board  of  directors,   the  chairman  or
vice-chairman  of  the  executive  committee  of the  board  of  directors,  the
president,  any vice president, any assistant vice president, the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller,
any  assistant  controller  or any  other  officer  of the  Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers of banking  institutions with trust powers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred  because  of his  knowledge  of and  familiarity  with  the  particular
subject.

     "Taxable  Rate"  shall mean that rate of interest  established  pursuant to
Section 211 hereof.

     "Tax-Exempt Rate" shall mean 0.632687% of the Taxable Rate, plus .0083.

     Section 102. Rules Rules of Construction.

     (a) Words of the masculine  gender shall be deemed and construed to include
correlative  words of the feminine and neuter genders.  Unless the context shall
otherwise  indicate,   the  words  "Bonds,"  "owner,"  "holder,"   "Bondholder,"
"Bondholder  of Record"  and  "person"  shall  include the plural as well as the
singular number.

     (b) Words  importing the  redemption or calling for redemption of the Bonds
shall not be  deemed to refer to or  connote  payment  of Bonds at their  stated
maturity.

     (c) The Table of Contents,  captions and headings in this Indenture are for
convenience  only and in no way limit the  scope or intent of any  provision  or
section of this Indenture.

     (d) All references herein to particular articles or sections are references
to  articles  or  sections of this  Indenture  unless  some other  reference  is
indicated.

     (e) All reference herein to the Code or any particular provision or section
thereof  shall be  deemed to refer to any  successors,  successor  provision  or
section, thereof, as the case may be.


                                       9

<PAGE>



                                   ARTICLE II

                    FORM, EXECUTION AND DELIVERY OF THE BONDS

     Section 201. No Bonds may be issued under the  provisions of this Indenture
except in accordance with the provisions of this Article.

     Section 202. Form of the Bonds.  The Bonds shall be issuable as one Bond in
the original  principal  amount of $2,500,000 in typewritten  form as registered
Bonds without coupons.  The Bonds shall be substantially in the form hereinabove
set forth,  with such  appropriate  variations,  omissions and insertions as are
permitted  or required by this  Indenture,  and may have  endorsed  thereon such
legends or text as may be necessary or  appropriate to conform to any applicable
rules and regulations of any governmental  authority or any usage or requirement
of law with respect thereto.

     Section 203.  Details of Bonds;  Execution and Payment.  The Bonds shall be
substantially in the form as attached hereto as Exhibit "A" with such variations
as are required or permitted by this Indenture. The Bonds initially issued shall
bear interest from the date thereof.  Thereafter,  each Bond shall bear interest
from  the  interest  payment  date  next  preceding  the  date  on  which  it is
authenticated,  unless  authenticated on an interest payment date, in which case
it shall bear interest from such interest payment date, or, unless authenticated
prior to the first  interest  payment date, in which case it shall bear interest
from its date; provided,  however,  that if at the time of authentication of any
Bond interest on such Bond is in default, such Bond shall bear interest from the
date to which it has been paid or, if no interest has been paid, from its date.

     The Bonds shall be signed by, or executed with the manual signature of, the
Chairman or Vice  Chairman of the Issuer,  and the  official  seal of the Issuer
shall be impressed thereon and attested by the Secretary or Assistant  Secretary
of the Issuer.

     In case any officer of the Issuer whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of the Bonds,  such signature
shall  nevertheless  be valid and  sufficient for all purposes the same as if he
had remained in office until such delivery,  and also the Bonds may be signed by
such  persons as at the actual time of the  execution  of the Bonds shall be the
proper officers to sign the Bonds although at the date of the Bonds such persons
may not have been such officers.

     The principal of and redemption  premium, if any, and interest on and other
amounts  payable under the Bonds shall be payable in any coin or currency of the
United States of America  which on the  respective  dates of payment  thereof is
legal tender for the payment of public and private  debts.  The principal of and
interest on and other  amounts  payable  under the Bonds shall be payable to the
Registered  Owner  thereof by check or draft (or, if requested in writing by any
Bondholder of a Bond in the original principal amount of not less than $100,000,
in  immediately  available  funds by wire  transfer,  provided  the  request  is
received  at least  five (5)  Business  Days 

                                       10
<PAGE>

prior to the payment  date) to the  Registered  Owner at his address (or, in the
case of a wire  transfer,  his  account) as it appears on the Bond  Registration
Books of the Bond Registrar on the payment date.

     The Bonds shall not be or constitute a debt, liability or obligation of the
Issuer or of the State or any  political  subdivision  thereof,  and the  Issuer
shall not be  obligated  to pay the Bonds or the  interest or  premium,  if any,
thereon  except from the revenues and property  pledged  therefor as provided in
Section 701.  Neither the faith and credit nor the taxing power of the Issuer or
of the State or of any political  subdivision  thereof is pledged to the payment
of the principal of, premium, if any, or interest on the Bonds and the holder of
any such Bond  shall not have any right to compel  any  exercise  of the  taxing
power of the Issuer or of the State or of any political  subdivision  thereof to
enforce such payment.

     All  covenants,  stipulations,  obligations  and  agreements  of the Issuer
contained in the Bonds and in this  Indenture  shall be deemed to be  covenants,
stipulations,  obligations  and  agreements  of the  Issuer  to the full  extent
permitted  by  the  Constitution  and  laws  of the  State.  No  such  covenant,
stipulation,  obligation  or  agreement  shall  be  deemed  to  be  a  covenant,
stipulation,  obligation  or  agreement  of any present or future  member of the
governing body of the Issuer, or of any officer, agent or employee of the Issuer
in his  individual  capacity,  and neither any such member nor any such  officer
executing the Bonds shall be liable personally on the Bonds or be subject to any
personal liability or accountability by reason of the issuance thereof.  No such
member and no such officer, agent or employee shall incur any personal liability
in acting or  proceeding,  or in not acting or not  proceeding,  in good  faith,
reasonably and in accordance with terms of this Indenture.

     Section  204.  Authentication  of Bonds.  Only such Bonds  having  endorsed
thereon a certificate of  authentication  substantially in the form hereinbefore
set forth,  duly  executed by the  Trustee,  shall be entitled to any benefit or
security  under this  Indenture.  No Bond shall be valid or  obligatory  for any
purpose unless and until such certificate of authentication shall have been duly
executed by the Trustee,  and such certificate of the Trustee upon any such Bond
shall be  conclusive  evidence  that such Bond has been duly  authenticated  and
delivered under this Indenture.  The Trustee's  certificate of authentication on
any Bond shall be deemed to have been duly  executed if signed by an  authorized
officer of the Trustee, but it shall not be necessary that the same officer sign
the  certificate  of  authentication  on all of the  Bonds  that  may be  issued
hereunder at any time.

     Section 205.  Exchange of Bonds. The Bonds,  upon surrender  thereof at the
principal  office of the Trustee,  together with an assignment  duly executed by
the  Registered  Owner or his attorney or legal  representative  in such form as
shall be satisfactory to the Trustee, may, at the option of the Registered Owner
thereof,  be exchanged for an equal aggregate  principal  amount of Bonds of the
same series and maturity,  of any  denomination or  denominations  authorized by
this Indenture,  and bearing  interest at the same rate, and in the same form as
the Bonds surrendered for exchange.


                                       11
<PAGE>

     Section  206.  Transfer of Bonds.  The Trustee is hereby  appointed as Bond
Registrar  and as such shall keep books of the Issuer for the  registration  and
for the registration of transfer of the Bonds as provided in this Indenture (the
"Bond Registration  Books").  The Bonds may be transferred only in whole and not
in part. The transfer of the Bonds may be registered upon the Bond  Registration
Books  only  upon  surrender  thereof  to the Bond  Registrar  together  with an
assignment  duly  executed  by the  Registered  Owner or his  attorney  or legal
representative  in such form as shall be  satisfactory to the Bond Registrar and
an Investor  Certificate  in the form  attached  hereto as Exhibit "D". Upon any
such  registration  of transfer the Issuer shall execute and deliver in exchange
for such Bond a new Bond or Bonds  registered in the name of the transferee,  of
any denomination or denominations  authorized by this Indenture, in an aggregate
principal amount equal to the principal amount of such Bond and bearing interest
at the same rate.

     In all cases in which Bonds shall be exchanged or the transfer of the Bonds
shall be  registered  hereunder,  the Issuer  shall  execute  and deliver at the
earliest  practicable  time  Bonds in  accordance  with the  provisions  of this
Indenture.  The  Bonds  surrendered  in any such  exchange  or  registration  of
transfer shall forthwith be cancelled by the Trustee.  The Issuer or the Trustee
may make a charge for every such exchange or  registration  of transfer of Bonds
sufficient  to  reimburse  it for any  tax,  fee or  other  governmental  charge
required to be paid with respect to such exchange or  registration  of transfer,
and such  charge  shall  be paid  before  any  such  new Bond or Bonds  shall be
delivered.  Neither  the Issuer nor the  Trustee  shall be  required to make any
registration  of transfer of Bonds during the 15 days  immediately  preceding an
interest payment date on the Bonds or, in the case of any proposed redemption of
the  Bonds,  after any such Bond or any  portion  thereof  has been  called  for
redemption.

     Section  207.  Ownership  The  person  in  whose  name the  Bonds  shall be
registered upon the Bond Registration  Books shall be deemed and regarded as the
absolute  owner  thereof for all  purposes,  and payment of or on account of the
principal  of and  interest  on any such Bonds shall be made only to or upon the
order of the  Registered  Owner  thereof  or his  registered  assigns.  All such
payment shall be valid and effectual to satisfy and discharge the liability upon
such Bonds,  including the interest thereon, to the extent of the sum or sums so
paid.

     Section 208. Authorization of Bopnds. There shall be initially issued under
and secured by this  Indenture,  Bonds of the Issuer,  in the maximum  aggregate
principal amount of $2,500,000.00, represented by a single Bond, for the purpose
of  providing  funds for  paying a  portion  of the Cost of  Acquisition  of the
Project.  The Bonds shall be designated  "Orange County  Industrial  Development
Authority,  Industrial Development Revenue Bonds (ELXSI Project),  Series 1997",
shall be dated the date of delivery,  and the aggregate principal amount thereof
shall be payable,  solely  from the  special  fund  therefor  more  particularly
described herein,  in one hundred eighty (180) monthly  installments each in the
amount of $13,888.69, commencing on October 1, 1997, and continuing on the first
day of each calendar month thereafter, with a final installment of the remaining
outstanding  principal  amount thereof due and payable on September 1, 2012, and
interest thereon shall be payable,  solely from said special fund, from the date
hereof, or as otherwise hereinabove provided, until the principal amount thereof
and interest thereon is paid in full, at the Taxable Rate or the Tax-Exempt Rate
as  provided in  Sections  210 and 211  

                                       12
<PAGE>

hereof.  The Bonds shall have such other terms and  provisions  as are stated in
the form of Bond attached hereto.

     The  Bonds  shall  be  executed   substantially  in  the  form  and  manner
hereinabove  set  forth  and  delivered  to  the  Trustee  for  delivery  to the
Bondholders,  but prior to or  simultaneously  with the delivery of the Bonds by
the  Trustee  there shall be filed with the  Trustee  the  following  documents,
certificates and opinions:

     (a) A copy, certified by the Chairman or Vice-Chairman and the Secretary or
Assistant  Secretary of the Issuer,  of the  resolution  or  resolutions  of the
Issuer  authorizing  the  execution  and  delivery  of the Loan  Agreement,  the
Mortgage,  the  Security  Agreement,   the  Environmental  Agreement,  and  this
Indenture,  the endorsement of the Note, and the issuance of the Bonds, awarding
the Bonds and  directing  the  delivery of the Bonds to or upon the order of the
purchasers therein named upon payment of the purchase price therein set forth.

     (b) A copy,  certified  by the  Clerk or Deputy  Clerk or Deputy  Assistant
Clerk of the County  Commission,  under its seal,  of a resolution of the County
Commission approving the issuance of the Bonds in accordance with Section 147(f)
of the Code.

     (c)  Executed  counterparts  of this  Indenture,  the Loan  Agreement,  the
Mortgage, the Security Agreement, the Environmental Agreement, the Guaranty, and
the Tax Compliance Certificate.

     (d) The Note, endorsed without recourse by the Issuer to the Trustee.

     (e) An opinion of Counsel  for the Issuer to the effect,  inter alia,  that
the execution and delivery of this Indenture,  the Loan Agreement, the Mortgage,
the  Security  Agreement,   and  the  Environmental  Agreement  have  been  duly
authorized  by the  Issuer,  that  each  of  such  documents  is in the  form so
authorized  and has been duly executed by the Issuer and that,  assuming  proper
authorization and execution of such documents by the other parties thereto, each
of such documents is legal,  valid,  binding and  enforceable in accordance with
its terms,  subject to the  qualifications  that  enforceability  thereof may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  enforcement of creditors'  rights generally and by general  equitable
principles.

     (f) Opinions of Counsel to the  Borrower  and the  Guarantor to the effect,
inter alia, that the execution and delivery of the Note, the Loan Agreement, the
Mortgage, the Security Agreement,  the Guaranty, the Environmental Agreement and
the  Borrower's  Tax  Compliance  Certificate  have been duly  authorized by the
Borrower or the Guarantor, as applicable,  that each of such documents have been
duly executed and delivered by the Borrower or the Guarantor, as applicable, and
assuming due  authorization,  execution  and  delivery of such  documents by the
other  parties  thereto,  each of such  documents is legal,  valid,  binding and
enforceable against the Borrower or the Guarantor, as applicable,  in accordance
with its terms, subject to the qualifications that enforceability thereof may be
limited by bankruptcy,  insolvency,  reorganization,

                                       13
<PAGE>

moratorium or similar laws affecting  enforcement of creditors' rights generally
and by general equitable principles.

     (g) An  opinion  of  Counsel  to the  Borrower  to the effect (i) that such
instruments  and  financing  statements  (described  in  such  opinion)  as  are
necessary have been recorded and filed in the manner and places  required by law
with the effect that (A) the security interest under the Security  Agreement has
been perfected and creates in favor of the Issuer or the Trustee, as applicable,
the security interest intended thereby.

     (h) An opinion of Bond Counsel to the effect that the issuance of the Bonds
and the execution of this Indenture have been duly and validly authorized,  that
all  conditions  precedent to the  delivery of the Bonds have been  fulfilled or
waived by the Issuer,  the Trustee  and the Bond  Purchaser,  that the Bonds and
this Indenture are legal, valid and binding in accordance with their terms.

     (i) A title insurance policy with respect to the real property described in
the  Mortgage  satisfactory  to the  Bond  Purchaser  (such  satisfaction  to be
conclusively presumed by its payment of the purchase price of the Bonds).

     (j) Evidence satisfactory to the Bond Purchaser that the insurance policies
required  by Section 6.4 of the Loan  Agreement  have been  obtained  and are in
effect  (such  satisfaction  to be  conclusively  presumed by its payment of the
purchase price of the Bonds).

     (k) An environmental  report with respect to the real property described in
the  Mortgage  satisfactory  to the  Bond  Purchaser  (such  satisfaction  to be
conclusively presumed by its payment of the purchase price of the Bonds).

     (l) Such other documents,  opinions,  resolutions,  evidences and proofs as
the Bond Purchaser or Bond Counsel may reasonably request.

     When the  documents  mentioned  in clauses (a) through (l) of this  Section
have been filed with the Trustee and when the Bonds shall have been  executed as
required by this  Indenture,  the Trustee shall deliver the Bonds to or upon the
order of the purchaser or purchasers named in the resolution mentioned in clause
(a) of this  Section but only upon payment to the Trustee for the account of the
Issuer of the portion of the purchase  price of the Bonds  payable at Closing in
accordance with the terms of the Bond Purchase  Agreement.  The Trustee shall be
entitled  to rely  conclusively  upon  such  resolution,  or  document  approved
thereby, as to the name of the purchasers and the amount of such purchase price.
Simultaneously  with the delivery of the Bonds,  the Trustee  shall  deposit the
proceeds of the Bonds to the credit of the Project Fund.

     Anything  herein  or in the  Bonds  to the  contrary  notwithstanding,  the
obligations  of the Issuer  hereunder  shall be subject to the  limitation  that
payment of  interest  to the  holders of the Bonds  shall not be required to the
extent  that  receipt of any such  payment by the  holders of the Bonds would be
contrary to the  provisions of law applicable to any of such holders which limit

                                       14
<PAGE>

the maximum rate of interest  which may be charged or collected by such holders.
If, from any  circumstances  whatsoever,  fulfillment  of any provisions of this
Indenture  or of the Bonds  secured  hereby or of any other  agreement  existing
between the Issuer and the Trustee,  at the time  performance of such provisions
shall be due,  shall  involve  payment of interest  at a rate which  exceeds the
highest  lawful  rate as so  determined,  then ipso facto the  obligation  to be
fulfilled  shall  be  reduced  to such  maximum  rate of  interest.  If from any
circumstances  whatsoever,  the holder of the Bonds  secured  hereby  shall ever
receive  interest,  the  amount  of which  would  exceed  such  maximum  rate of
interest, the portion thereof which would be excessive interest shall be applied
to the reduction of the unpaid principal balance due under such Bonds and not to
the payment of interest;  provided, however, that nothing contained herein or in
the Bonds shall be deemed to create a defense,  contractual or otherwise, to any
sums due or to become due or coming due under  this  Indenture,  under the Bonds
secured hereby or under any other agreement  existing between the Issuer and the
Trustee  where no such  defense  exists at law,  as for  example,  when no limit
exists upon the rate of interest which may be charged.

     Section 209. Replacement of Mutilated,  Destroyed, Lost or Stolen Bonds. In
case any Bond secured  hereby shall become  mutilated or be destroyed,  lost, or
stolen, the Issuer shall cause to be executed,  and the Trustee shall deliver, a
new Bond of like tenor,  and upon the  cancellation  of the mutilated Bond or in
lieu of and in  substitution  for the Bond destroyed,  lost or stolen,  upon the
holder's  paying  the  reasonable  expenses  and  charges  of the Issuer and the
Trustee in connection  therewith  and, in the case of the Bond being  destroyed,
lost or stolen, its filing with the Trustee evidence satisfactory to the Trustee
and to the  Issuer  that the  Bond was  destroyed,  lost or  stolen,  and of its
ownership  thereof,  and its  furnishing  to the Issuer,  the  Borrower  and the
Trustee indemnity  satisfactory to each of them;  provided,  that if such holder
shall be a recognized financial  institution,  the agreement of such institution
to indemnify the Issuer and the Trustee,  in a form  satisfactory to them, shall
constitute satisfactory indemnity under this Section.

     Section 2.10.  Initial Rate;  Adjustment of Rate. The Bonds shall initially
bear interest at the Taxable  Rate. At the option of the Borrower,  the interest
rate on the Bonds shall be adjusted to the Tax-Exempt Rate. In order to exercise
such option, the Borrower shall deliver written notice to the Bondholder stating
that the Borrower is  exercising  its option to adjust the interest  rate on the
Bonds to the  Tax-Exempt  Rate,  which  notice shall state that the Borrower has
been notified by Bond Counsel that all legal pre-conditions to adjustment of the
interest  rate  (other  than  notice  and  filings  that will take  place on the
adjustment  date) have been satisfied,  and stating the adjustment  date,  which
date shall be no sooner than the latter of (i) five (5)  Business  Days from the
receipt by the  Bondholder  of the notice,  or (ii) if the Bonds are  Eurodollar
Rate Bonds, the last day of the Interest Period  applicable to the Bonds. On the
adjustment  date,  the Borrower shall cause to be delivered to the Bondholder an
opinion of Bond Counsel in substantially  the form as attached hereto as Exhibit
"E". If the Borrower fails to deliver such opinion,  the Bonds shall continue to
bear interest at the Taxable Rate.

     Section 211. Taxable Rate.

         (a) While the Bonds bear interest at the Taxable Rate,  interest  shall
accrue  on the

                                       15
<PAGE>

outstanding  principal  amount of the Bonds at a rate per annum  which  shall be
either based upon the  Reference  Rate or based upon the  Eurodollar  Rate.  The
Bonds,  while the interest rate thereon is based upon the Reference Rate,  shall
be referred to hereinafter as "Reference Rate Bonds",  and the Bonds,  while the
interest rate thereon is based upon the  Eurodollar  Rate,  shall be referred to
hereinafter as "Eurodollar  Rate Bonds".  All Bonds  outstanding  must be either
Reference  Rate  Bonds  or  Eurodollar  Bonds.  Interest  shall  accrue  on  the
outstanding principal amount of the Bonds as follows:

          (i) in the case of Reference Rate Bonds,  at a per annum rate equal to
     the Reference Rate from time to time in effect;

          (ii) in the case of Eurodollar Rate Bonds, during each Interest Period
     applicable  thereto,  at a per  annum  rate  equal to the  Eurodollar  Rate
     (Adjusted) plus 150 basis points for such Interest Period;

     (b) If the  Bonds  are not  paid  when  due,  whether  by  acceleration  or
otherwise,  the entire unpaid  principal amount of the Bonds shall bear interest
thereafter at the Overdue Rate until such amount is paid in full.

     (c) Interest accrued on each Bond shall be payable, without duplication:

          (i) on the date all  principal  of the  Bonds is due  pursuant  to the
     terms of this Indenture;

          (ii) On Reference Rate Bonds, on the first day of each month;

          (iii) On  Eurodollar  Rate Bonds,  on the last day of each  applicable
     Interest Period, and if, such Interest Period shall exceed three months, on
     that  day  of  the  third  month  of  such  Interest   Period   numerically
     corresponding  to the first day of such Interest Period (or, if there is no
     such numerically  corresponding day in such third month, on the last day of
     such third month); and

          (iv) upon  acceleration  of the Bonds  pursuant to Section 802 hereof,
     immediately upon such acceleration.

     (d)  Whenever  any payment  shall  otherwise  be due on a day that is not a
Business Day, such payment shall (except as otherwise  required by clause (d) of
the  definition  of the term  "Interest  Period"  with  respect to  payments  on
Eurodollar  Rate Bonds) be made on the next  succeeding  Business  Day, and such
extension of time shall be included in computing  interest and fees,  if any, in
connection with such payment.

     (e) All determinations by Bondholder of any rate of interest  applicable to
the Bonds shall be conclusive absent manifest error.

     Section  212.  Authorized   Representative.   Borrower  shall  provide  the
Bondholder  

                                       16
<PAGE>

with documentation  satisfactory to the Bondholder indicating the names of those
employees  of Borrower  authorized  by Borrower to sign  Continuation/Conversion
Notices on behalf of Borrower and Borrower  shall  provide the  Bondholder  with
documentation  satisfactory  to  the  Bondholder  indicating  the  names  of the
employees of Borrower  authorized  by Borrower to make  telephonic  requests for
conversions/continuations,  and the  Bondholder  shall be  entitled to rely upon
such documentation until notified in writing by Borrower of any change(s) in the
names of the employees so authorized. The Bondholder shall be entitled to act on
the  instructions of anyone  reasonably  believed by the Bondholder to be one of
the persons  authorized  to request  conversions/continuations  by telephone and
Borrower shall (in the absence of the  Bondholder's  gross negligence or willful
misconduct)  be bound  thereby in the same manner as if the person were actually
so authorized.  Borrower  agrees to indemnify and hold the  Bondholder  harmless
from any and all  claims,  damages,  liabilities,  losses,  costs  and  expenses
(including  Attorneys'  Fees) which may arise or be created by the acceptance of
instructions for conversions/continuations by wire transfer or telephone (in the
absence of the Bondholder's gross negligence or willful misconduct).

     Section 213. Increased Costs. If any Regulatory Change imposes, modifies or
deems  applicable  any  capital   adequacy,   capital   maintenance  or  similar
requirement,  and  as a  result  thereof,  in  the  reasonable  opinion  of  the
Bondholder,  the rate of return on the Bonds to the  Bondholder  is reduced to a
level  below  that  which  the  Bondholder  could  have  achieved  but for  such
circumstances,  then and in each such case upon  notice from time to time by the
Bondholder  to Borrower,  Borrower  shall pay to the  Bondholder,  as additional
interest on the Bonds, such additional amount or amounts as shall compensate the
Bondholder  for such  reduction in its rate of return  (herein  such  additional
amounts being collectively  called a "Compensatory  Amount");  provided that (a)
each  Compensatory  Amount  shall be reduced  to the  extent,  if any,  that the
Bondholder  increases the Reference Rate, or the Eurodollar Rate (Adjusted),  in
order to recover  all or part of the  increased  costs which are imposed by such
Regulatory  Change and (b) in determining  any increased  expense,  reduction in
rate of return on capital or reduction  in an amount  received,  the  Bondholder
shall act  reasonably  and in good faith and will,  to the extent the  increased
costs or reductions in amounts received or receivable  relate to the Bondholders
loans and  commitments in general and are not  specifically  attributable to the
Bonds,  use averaging and  attribution  methods which are  reasonable  and which
cover all loans similar to the Bonds,  whether or not the loan documentation for
such other loans permits the Bondholder to receive  increased  costs of the type
described  in this Section  213.  Such notice  shall  contain a statement of the
Bondholder as to any such additional amount or amounts  (including  calculations
thereof in reasonable  detail) which shall, in the absence of manifest error, be
conclusive evidence of the matters stated therein and be binding upon Borrower. 

     Section 214.  Continuation  and  Conversion  elections.  At the election of
Borrower  pursuant to a  Continuation/Conversion  Notice delivered by either (1)
delivering or telecopying to the Bondholder a Continuation/Conversion  Notice or
(2)  giving  telephonic  notice  thereof to the  Bondholder,  in each case at or
before 10:00 a.m., Chicago time (and, in the case of any such telephonic notice,
promptly    confirming    such   notice   by   delivering   or   telecopying   a
Continuation/Conversion  Notice  therefor,  signed by an  authorized  officer of
Borrower, to the 

                                       17
<PAGE>

Bondholder),  on any Business Day,  Borrower may elect, from time to time on not
less than three (3) nor more than five (5) prior Business Days' notice:

     (a) that all Bonds be converted from  Reference Rate Bonds into  Eurodollar
Rate Bonds or from  Eurodollar  Rate Bonds into Reference Rate Bonds (subject to
the minimum borrowing requirements set forth in Section 214(b)(iii) hereof); and

     (b) on the expiration of the Interest  Period  applicable to the Eurodollar
Rate Bonds,  that all such Bonds be continued as  Eurodollar  Rate Bonds (in the
absence of delivery of such  notice  under  either this clause (b) or clause (a)
above,  Borrower will be deemed to have elected that such  Eurodollar Rate Bonds
be converted into Reference Rate Bonds);

provided that:

          (i) no portion of the outstanding principal amount of any Bonds may be
     continued as, or be converted into, Eurodollar Rate Bonds when any Event of
     Default has occurred and is continuing;

          (ii) no portion of the outstanding  principal  amount of any Bonds may
     be continued  as, or be  converted  into,  Eurodollar  Rate Bonds if, after
     giving effect to such action,  the Interest Period applicable thereto shall
     extend beyond the date of any mandatory repayment of Bonds; and

          (iii) the Bonds may not be continued as, or converted into, Eurodollar
     Rate Bonds if, after giving effect to such action, the aggregate  principal
     amount of all outstanding Bonds is less than $1,000,000.

     Section 215. Funding. In the event Borrower elects to convert the principal
amount of Bonds to Eurodollar Rate Bonds pursuant to Section 214, the Bondholder
may, if it so elects,  fulfill its obligation to convert the principal amount of
the Bonds into  Eurodollar  Rate Bonds in  accordance  with any election made by
Borrower  by  causing a foreign  branch or  affiliate  of the  Bondholder  or an
international  banking facility created by the Bondholder to purchase the Bonds;
provided  that in such event such  Eurodollar  Rate Bonds  shall be deemed to be
held by the Bondholder,  and the obligation of Borrower to repay such Eurodollar
Rate Bonds shall  nevertheless be to the  Bondholder,  and shall be deemed to be
held by it, to the extent of such Eurodollar Rate Bonds, for the account of such
foreign  branch,  affiliate  or  international  banking  facility.  In addition,
Borrower hereby consents and agrees that, for purposes of any  determination  to
be made for purposes of this Indenture,  it shall be  conclusively  assumed that
the  Bondholder  elected  to fund  Eurodollar  Rate Bonds by  purchasing  Dollar
deposits in its Eurodollar Office's interbank eurodollar market.

     Section 216.  Eurodollar  Rate Lending  Unlawful.  If, as the result of any
Regulatory Change, the Bondholder shall determine (which  determination shall be
conclusive  and binding on Borrower)  that it is unlawful for the  Bondholder to
make,  continue,  or  maintain  the  Bonds  as, or to  convert  any Bonds  into,
Eurodollar  Rate Bonds,  the  obligations  of the  Bondholder  to  

                                       18
<PAGE>

continue, or maintain, as the case may be, the Bonds as, or to convert the Bonds
into,  Eurodollar  Rate Bonds shall,  upon such  determination  (and  telephonic
notice  thereof  confirmed in writing to Borrower),  forthwith be suspended (but
only to the extent unlawful) until the Bondholder shall notify Borrower that the
circumstances  causing such suspension no longer exist,  and all Eurodollar Rate
Bonds shall  automatically  convert into Reference  Rate Bonds.  If prior to the
date on which the Bonds are to be made or continued  as, or be  converted  into,
Eurodollar  Rate Bonds,  the Bondholder  shall have  determined  (and telephonic
notice thereof, confirmed in writing, shall have been given to Borrower) that:

     (a) dollar  deposits in the relevant  amount and for the relevant  Interest
Period are not available to the Bondholder in the interbank  eurodollar  market;
or

     (b) by reason of circumstances  affecting the interbank  eurodollar market,
adequate  means do not exist,  for  ascertaining  the interest  rate  applicable
hereunder to such Eurodollar Rate Bonds,

then, the  obligations of the Bondholder to continue the Bonds as, or to convert
the Bonds into,  Eurodollar  Rate Bonds shall  forthwith be suspended  until the
Bondholder shall notify Borrower that the circumstances  causing such suspension
no longer exist.

     Section 218. Increased  Eurodollar Rate Bond Costs, etc. Borrower agrees to
reimburse the  Bondholder  for any increase in the cost to the Bondholder of the
Bonds as, or of  converting  (or of its  obligation  to convert) the Bonds into,
Eurodollar Rate Bonds, and for any reduction in the amount of any sum receivable
by the Bondholder  hereunder in respect of the Bonds as, or converting the Bonds
into,  Eurodollar Rate Bonds, which increased cost or reduced amount (a) results
from a  Regulatory  Change  and  (b)  is  not  attributable  to  Excluded  Taxes
applicable to the Bondholder, in each case imposed by the jurisdiction under the
laws of which it is  constituted  or in which it is doing  business or, a Tax of
any jurisdiction imposed by withholding with respect to a payment hereunder.  In
any such event, the Bondholder shall promptly notify Borrower  thereof,  stating
the reasons therefor and the additional  amount required fully to compensate the
Bondholder for such increased cost or reduced amount.  Such  additional  amounts
shall be payable in full on the earlier of each interest  payment date occurring
after they have accrued and on demand. A statement as to any such increased cost
or  reduced  amount or any change  therein  (including  calculations  thereof in
reasonable  detail) shall be submitted by the  Bondholder to Borrower and shall,
in the  absence of  manifest  error,  be  conclusive  and  binding on  Borrower;
provided that Borrower shall not be liable in respect of any such increased cost
or reduced amount as to which the  Bondholder  became aware and failed to notify
Borrower  promptly if and to the extent that prompt notice could have avoided or
materially lessened payment by Borrower hereunder.

     Section 219.  Funding Losses.  In the event the Bondholder  shall incur any
loss or  expense  (including  any loss or  expense  incurred  by  reason  of the
liquidation  or  reemployment  of  deposits  or  other  funds  acquired  by  the
Bondholder to maintain any portion of the  principal  

                                       19
<PAGE>

amount of the Bonds as, or to convert any portion of the principal amount of the
Bonds into, Eurodollar Rate Bonds) as a result of:

     (a)  repayment or prepayment  of the  principal  amount of Eurodollar  Rate
Bonds  on a date  other  than the  scheduled  last  day of the  Interest  Period
applicable thereto;

     (b) any  conversion  of  Eurodollar  Rate  Bonds to  Reference  Rate  Bonds
pursuant to Section 214 hereof prior to the  expiration  of the Interest  Period
then applicable  thereto,  then, upon the request of the Bondholder to Borrower,
Borrower  shall pay to the  Bondholder  such  amount as will (in the  reasonable
determination  of the  Bondholder)  reimburse  the  Bondholder  for such loss or
expense.  A  statement  as to any such loss or expense  (including  calculations
thereof in reasonable  detail) shall be submitted by the  Bondholder to Borrower
and shall,  in the  absence of  manifest  error,  be  conclusive  and binding on
Borrower.  Any payment  required  under this Section 219 shall not  constitute a
premium or penalty under any circumstances.

     Section 220.  Bondholder to Calculate and Invoice Payments.  The Bondholder
shall calculate all principal of and interest due on the Bonds and shall provide
the  Trustee and the  Company  monthly  statements  of amounts  due.  Unless the
Bondholder  shall have  notified the Trustee  otherwise,  all payments  from the
Company  representing  amounts  due on the  Bonds  shall be paid by the  Company
directly to the  Bondholder  and the Trustee shall have no obligation to invoice
for or collect such monthly payments.


                                       20
<PAGE>


                                   ARTICLE III

                               REDEMPTION OF BONDS

     Section 301. Redemption of Bonds.

     (a) The Bonds issued under the  provisions of this  Indenture  shall not be
subject to prior  redemption  except in accordance  with the  provisions of this
Article III.

     (b) In the event that the  Issuer and the  Trustee  shall  receive  written
notice  pursuant to Article X of the Loan Agreement that the Borrower shall have
elected  or shall  have been  required  to prepay all or a portion of the unpaid
balance of the principal of the Note in accordance with and subject to Article X
of the Loan  Agreement  and the Bond or Bonds  are to be  redeemed,  the Bond or
Bonds shall be called for redemption in whole or in part on the prepayment  date
selected by the Borrower,  at the principal amount thereof plus interest accrued
thereon to the date fixed for redemption.

     (c) If, while the Bonds bear interest at the  Tax-Exempt  Rate,  there is a
Determination  of  Taxability,  all Bonds then  outstanding  shall be called for
redemption in whole on the date  selected by the Borrower for mandatory  payment
of the Note pursuant to Section 10.2(a) of the Loan Agreement and, on such date,
the Issuer  shall pay or cause to be paid to the  Trustee for the benefit of the
Bondholders and former Bondholders the sum of the following amounts hereunder:

          (i) the entire principal  amount of the Bonds, if any,  outstanding at
     the date of payment  under  this  Section  301(c),  plus  accrued  interest
     thereon to such date of payment; plus

          (ii) an  amount  equal  to the  difference  between  (A) the  interest
     actually  paid on the Bonds at the  applicable  interest  rates  during the
     period  from  the Date of  Taxability  to the date of  payment  under  this
     Section  301(c),  and (B) the  interest  which would have been paid had the
     Bonds borne interest at all times during such period at the Taxable Rate.

     In the event of a Determination of Taxability, the Issuer shall also pay or
cause to the paid to each  Bondholder  and former  Bondholder an amount equal to
the sum of the following amounts:

          (iii) an amount equal to all penalties and interest paid or payable by
     such  Bondholder or former  Bondholder  resulting from a failure to include
     interest  on any Bond in the  gross  income  of such  Bondholder  or former
     Bondholder; plus

          (iv) an amount equal to all  administrative,  out-of-pocket  and other
     expenses  incurred  by such  Bondholder  or  former  Bondholder  which  are
     directly or  indirectly  attributable  to the  interest on any of the Bonds
     becoming subject to federal income tax, including without limitation, costs
     incurred by such  Bondholder  or former  Bondholder in 


                                       21
<PAGE>

amending its federal tax returns.  Said redemption  price shall also include any
reasonable expenses of redemption and fees and expenses of the Trustee.

     (d) In the  event  of a  Cessation  of  Operation  of  the  Project  by the
Borrower,  all Bonds then outstanding shall be called for redemption in whole on
the date selected by the Borrower for mandatory  payment of the Note pursuant to
Section 10.2(b) of the Loan Agreement and, on such date, the Issuer shall pay or
cause to be paid to the Trustee for the  benefit of the  Bondholders  the entire
unpaid  principal amount of the Bonds  outstanding at the date of payment,  plus
accrued interest thereon to the date of payment plus all other amounts otherwise
due under the Note, the Loan Agreement and the Bonds.

     (e) The Bonds shall be subject to mandatory  sinking fund  redemption  on a
monthly basis in the amount of $13,888.69, and without notice to the Bondholder.

     Section 302.  Notice of Redemption.  At least 20 days before the redemption
date of all or any  portion of the Bonds  (except  for  mandatory  sinking  fund
redemption pursuant to Section 301(e) hereof),  the Trustee shall cause a notice
of any such redemption,  signed by the Issuer, to be mailed by first-class mail,
postage prepaid,  to each Registered Owner. Each such notice shall set forth the
date fixed for redemption, the redemption price to be paid and, if less than all
of the Bonds shall be called for redemption, the portion of the principal amount
thereof to be redeemed.

     Section 303.  Effect of Calling for  Redemption.  On the date so designated
for redemption, notice having been mailed in the manner and under the conditions
hereinabove  provided,  the  Bonds,  or  portions  of any  Bonds,  so called for
redemption  shall become and be due and payable at the redemption price provided
for redemption of the Bonds or portions of any Bonds on such date and, if moneys
for  payment of the  redemption  price shall be held by the Trustee in trust for
the holders of the Bonds or portions thereof to be redeemed,  all as provided in
this  Indenture,  interest  on the Bonds or  portions  of any Bonds  called  for
redemption shall cease to accrue,  the Bonds or portions of any Bond shall cease
to be entitled to any benefit or security under this Indenture,  and any holders
or any  Registered  Owner of the Bonds or  portions  of any Bonds  shall have no
right in respect  thereof  except to receive  payment  of the  redemption  price
thereof  and except the right to receive  payments  pursuant  to Section  301(c)
hereof.


                                       22
<PAGE>


                                   ARTICLE IV

                                  PROJECT FUND

     Section 401.  Creation of and Deposits to the Project  Fund. A special fund
is  hereby  created  and  designated   "Orange  County  Industrial   Development
Authority,  Industrial  Development  Revenue Bonds (ELXSI Project),  Series 1997
Project Fund" (the "Project Fund") to the credit of which such deposits shall be
made as are required by the provisions of this Indenture. Any moneys received by
the Issuer or by the  Trustee  from any other  source for payment of the Cost of
Acquisition of the Project,  including all proceeds of the sale of the Bonds and
insurance and condemnation proceeds as provided in the Loan Agreement,  shall be
deposited to the credit of the Project Fund.

     The moneys in the  Project  Fund shall be held by the Trustee in trust and,
subject to the  provisions of Sections 405 and 602 of this  Indenture,  shall be
applied to the payment of the Cost of  Acquisition  of the Project and,  pending
such  application,  shall be and are hereby made subject to a lien and charge in
favor of the holders of the Bonds issued and  outstanding  under this  Indenture
and for the further  security of such holders until paid out or  transferred  as
herein provided.

     Section  402.  Payments  from  the  Project  Fund.  Payment  of the Cost of
Acquisition  of the Project shall be made from the Project Fund.  Payment of the
purchase price of the Bonds shall be made to the Trustee in accordance  with the
Bond  Purchase  Agreement,  deposited by the Trustee upon receipt in the Project
Fund and  disbursed  by the  Trustee  to the  Borrower  upon  presentation  of a
requisition and certificate,  signed by the Borrower  Representative  (solely in
the form of the Requisition  and Certificate  attached hereto as Exhibit "A" and
incorporated herein). Upon request of the Trustee, the Borrower shall furnish to
the Trustee copies of invoices  relating to and  substantiating  any request for
payment from the Project Fund.

     The Trustee is  authorized  and directed to apply the moneys in the Project
Fund in accordance  herewith but only upon receipt of the requisitions  required
by this Section 402, duly executed by the persons and in the manner provided for
herein.  The Trustee is authorized to disburse  funds from the Project Fund upon
approval of the Bondholder  without any further inquiry or  investigation by the
Trustee.  Anything in this  Section  402 to the  contrary  notwithstanding,  the
Trustee  shall make  initial  disbursements  on the date of issuance of the Bond
without  being  presented  with  a  Requisition,  as  follows:  (i)  the  sum of
$1,207,746.90  shall be paid to Akerman,  Senterfitt & Eidson,  P.A., as closing
agent, representing payment of the purchase price of the New Facility Site, (ii)
the sum of $20,000 shall be paid to the Borrower to reimburse it for  prepayment
of a portion of the  purchase  price of the New Facility  Site,  and (iii) up to
$50,000  shall be paid at the written  direction  of the Company to pay costs of
issuance of the Bonds.

     All  requisitions  in  the  form  of  Exhibit  "A"  hereto  and  any  other
statements,  orders,  certifications and approvals  received by the 


                                       23
<PAGE>

Trustee,  as required by this Article as  conditions of payment from the Project
Fund, may be conclusively  relied upon by the Trustee,  and shall be retained by
the Trustee,  subject at all reasonable times to examination by the Borrower (so
long as the Loan Agreement  shall remain in force and effect),  the Issuer,  any
Bondholder and the agents and representatives thereof.

     Section 404.  Completion  Date. The  establishment  of the Completion  Date
shall be in accordance with Sections 4.3 of the Loan Agreement, respectively.

     Section  405.  Transfer  to the Bond Fund.  In the event that the  Borrower
should  elect or be  required  to prepay the Note in its  entirety  pursuant  to
Article X of the Loan  Agreement or that the Trustee  shall declare the Bonds to
be due and payable  pursuant to Section 802 hereof,  the Trustee shall,  without
further  authorization,  forthwith transfer any balance remaining in the Project
Fund to the Bond Fund.

     Section 406. Trustee's Records. The Trustee shall maintain adequate records
pertaining  to all  disbursements  from the Project Fund.  After the  Completion
Date,  the  Trustee  shall  deliver  to the  Issuer  and  the  Borrower  a final
accounting with respect to the Project Fund.


                                       24
<PAGE>


                                    ARTICLE V

                                    BOND FUND

     Section  501.  Creation of and Deposits to the Bond Fund. A special fund is
hereby created and designated "Orange County Industrial  Development  Authority,
Industrial  Development  Revenue Bonds (ELXSI  Project),  Series 1997 Bond Fund"
(the "Bond  Fund").  The moneys in the Bond Fund shall be held by the Trustee in
trust and,  pending their  application in accordance with the provisions of this
Article V, shall be subject to a lien and charge in favor of the  holders of the
Bonds issued and outstanding  under this Indenture and for the further  security
of the holders until paid out or transferred as herein provided.

     The Issuer  covenants  that it will cause to be deposited,  and the Trustee
agrees to deposit, to the credit of the Bond Fund the following:

     (a) any amount in the Project  Fund to be  transferred  to the Bond Fund in
accordance with the provisions of Section 405 hereof;

     (b) any payments and any prepayments  made on the Note or the Bonds (as the
case may be)  provided  that such  payments,  unless  elected  otherwise  by the
Bondholder,  shall be made by the  Company  directly to the  Bondholder  without
paying such amounts into the Bond Fund; and

     (c) all other moneys  received by the Trustee  which are  required,  or are
accompanied by directions  from the Borrower or the Issuer that such moneys are,
to be paid into the Bond Fund.

     Section  502.  Use of Moneys in the Bond Fund.  If the  Bondholder  has not
elected to have the Company make payments directly to the Bondholder pursuant to
Section 501(b) hereof,  the Trustee  shall,  on or before each interest  payment
date for the Bonds,  withdraw from the Bond Fund and remit by check or draft or,
if requested  in writing (at least five (5)  Business  Days prior to the payment
date) by any Bondholder of a Bond in original  principal amount of not less than
$100,000,  in immediately  available  funds by wire transfer,  to the Registered
Owners of the Bonds the amounts required for paying the interest on the Bonds as
such  interest  becomes due and  payable,  and set aside  sufficient  moneys for
paying,  and,  in like  manner,  withdraw  from the Bond  Fund and pay,  on each
principal  payment  date,  the  principal  of the Bonds as the same becomes due,
whether at maturity or by redemption or declaration or otherwise.

     Upon receipt of a written notice from the Borrower pursuant to Article X of
the Loan  Agreement,  and upon the deposit of cash or Government  Obligations in
the Bond Fund sufficient,  together with other amounts available therefor in the
Bond Fund, to prepay, in whole or in part, the Bonds, the Issuer and the Trustee
covenant and agree to take and cause to be taken the  necessary  steps to prepay
such Bonds as specified by the Borrower in such written notice.

     Section 503.  Moneys  Withdrawn  from the Bond Fund or Received  from Other


                                       25
<PAGE>


Sources. All moneys which the Trustee shall have withdrawn from the Bond Fund or
shall  have  received  from any other  source  and set aside for the  purpose of
paying the Bonds  hereby  secured,  including  without  limitation,  all amounts
received  under the  Mortgage,  the  Environmental  Agreement  and the  Security
Agreement, either at or before the maturity thereof, or at any other time, shall
be held in trust for the  holders of the Bonds.  Promptly  after  receipt of any
such  amounts  paid  under the  Mortgage,  the  Environmental  Agreement  or the
Security  Agreement,  the Trustee shall  distribute  said amounts as provided in
Section 805 hereof.

     Section 504.  Non-Presentment of Bonds;  Escheat. Any moneys deposited with
the  Trustee  or then  held by the  Trustee  in  trust  for the  payment  of the
principal of, premium,  if any, or interest on the Bonds and remaining unclaimed
for two years,  shall be paid to the  Borrower.  Thereafter,  the holders of the
Bonds shall look only to the Borrower for payment and then only to the extent of
the amount so received  without any  interest  thereon,  and the Trustee and the
Issuer shall have no responsibility with respect to such moneys.

     Section 505.  Cancellation of any Bond Upon Payment.  The Bonds, when paid,
redeemed or  purchased,  either at or before  maturity  shall be cancelled  upon
payment,  redemption  or  purchase.  The  Bonds if  cancelled  under  any of the
provisions of this Indenture shall be cremated,  shredded or otherwise destroyed
by the Trustee.


                                       26
<PAGE>

                                   ARTICLE VI

                  DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS
                             AND INVESTMENT OF FUNDS

     Section 601.  Security for Deposits.  All moneys deposited with the Trustee
under the provisions of this  Indenture or the Loan  Agreement  shall be held in
trust and applied only in accordance  with the  provisions of this Indenture and
the Loan Agreement and shall not be subject to lien (other than the lien created
hereby)  or  attachment  by any  creditor  of the  Trustee,  the  Issuer  or the
Borrower.

     Section 602.  Investment of Moneys. At the request and the direction of the
Borrower  Representative  (confirmed in writing),  moneys held for the credit of
the  Project  Fund and the Bond Fund shall be  invested  and  reinvested  by the
Trustee in Investment  Obligations  which shall mature on the dates set forth in
such request or direction.

     Obligations  so purchased as an investment of moneys in any such Fund shall
be deemed  at all times to be a part of such  Fund,  and the  interest  accruing
thereon and any profit realized from such  investment  shall be credited to such
Fund, and any loss resulting from such investment shall be charged to such Fund.
The  Trustee  shall  sell at the  market  price or present  for  redemption  any
obligations  so  purchased  whenever it shall be  necessary so to do in order to
provide  cash to meet any  payment or transfer  from any such Fund.  Neither the
Trustee nor the Issuer  shall be liable or  responsible  for any loss  resulting
from any such investment or the sale of any such investment made pursuant to the
terms of this Section 602.

     For the purpose of the Trustee's  determination of the amount on deposit to
the credit of any such Fund,  obligations in which moneys in such Fund have been
invested shall be valued at the lower of cost or market.

     The  Trustee may make any and all  investments  permitted  by this  Section
through its own bond or  investment  department,  unless  otherwise  directed in
writing by the Borrower Representative.


                                       27
<PAGE>


                                   ARTICLE VII

                       PARTICULAR COVENANTS AND PROVISIONS

     Section  701.  Covenant  to Pay Bonds;  Bonds  Limited  Obligations  of the
Issuer.  The  Issuer  covenants  that it will  promptly  pay the  principal  of,
premium,  if any, and interest on and other  amounts  payable under the Bonds at
the  places,  on the dates and in the  manner  provided  herein and in the Bonds
according to the true intent and meaning  thereof.  Such  principal and interest
and other  amounts are payable  solely from the payments made by the Borrower on
the Note and other  revenues and funds  derived  under the Loan  Agreement,  the
Mortgage,  the  Security  Agreement,   the  Environmental   Agreement  and  this
Indenture,  which  payments  on the Note,  and the  revenues,  funds and  moneys
derived from the Loan  Agreement,  the  Mortgage,  the Security  Agreement,  the
Environmental Agreement, and this Indenture are hereby pledged to the payment of
the Bonds in the manner and to the extent hereinabove particularly specified.

     Neither the Issuer nor any member of the  governing  body of the Issuer nor
any officer, agent or employee of the Issuer in his individual capacity shall in
any event be liable personally for the payment of the principal of, premium,  if
any, or interest on the Bonds, or for the  performance of any pledge,  mortgage,
obligation  or agreement of any kind  whatsoever  which may be undertaken by the
Issuer or any such member, officer, agent or employee, and neither the Bonds nor
any of the  agreements  or  obligations  of the  Issuer  shall be  construed  to
constitute  an   indebtedness   of  the  Issuer,   within  the  meaning  of  any
constitutional  provision or  statutory  limitation  whatsoever  and shall never
constitute  or give  rise to a  pecuniary  liability  of the  Issuer or a charge
against its general credit or taxing power.  The Bonds and the interest  thereon
shall not be deemed to constitute  or to create in any manner a debt,  liability
or  obligation of the State of Florida or of any  political  subdivision  or any
agency  thereof  or a pledge of the  faith  and  credit of the State or any such
political  subdivision or any such agency,  but shall be limited  obligations of
the Issuer payable solely from the revenues and other funds pledged therefor and
shall not be payable from any other  assets or funds of the Issuer,  and neither
the  faith  and  credit  nor the  taxing  power of the  State  or any  political
subdivision  or any agency thereof is pledged to the payment of the principal of
or the interest on the Bonds.

     Section 702.  Covenants to Perform  Obligations  under this Indenture.  The
Issuer  covenants  that it will  faithfully  perform  at all  times  any and all
covenants,   undertakings,   stipulations  and  provisions   contained  in  this
Indenture,  in the Bonds executed and delivered hereunder and in all proceedings
of the Issuer pertaining  thereto and will faithfully observe and perform at all
times any and all covenants,  undertakings,  stipulations  and provisions of the
Loan  Agreement on its part to be observed or  performed.  The Issuer  covenants
that it is duly authorized under the Constitution and laws of the State to issue
the Bonds  authorized  hereby and to enter into this  Indenture,  to endorse the
Note to the Trustee,  to pledge the payments on the Note and other funds derived
from the Loan Agreement, the Mortgage, the Security Agreement, the Environmental
Agreement,  and this  Indenture in the manner and to the extent herein set forth
and to assign the Loan Agreement,  the Mortgage, the Security Agreement, and the
Environmental  Agreement in the manner herein  provided;  and that all action on
its part for the issuance of the 


                                       28
<PAGE>

Bonds issued hereunder and the execution and delivery of this Indenture has been
duly and  effectively  taken;  and that the  Bonds in the  hands of the  holders
thereof  are and will be the valid and  enforceable  obligations  of the  Issuer
according to the tenor and import thereof.

     Section  703.  Covenant to Perform  Obligations  under the Loan  Agreement.
Subject to the provisions of Section 704 of this Article,  the Issuer  covenants
and agrees that it will not suffer,  permit or take any action or do anything or
fail  to take  any  action  or  fail to do  anything  which  may  result  in the
termination  or  cancellation  of the  Loan  Agreement  so long  as any  Bond is
outstanding;  that it will  punctually  fulfill its obligations and will require
the Borrower to perform  punctually  its duties and  obligations  under the Loan
Agreement;  that it will  not  execute  or  agree to any  change,  amendment  or
modification of or supplement to the Loan Agreement,  the Mortgage, the Security
Agreement or the Environmental  Agreement except by a supplement or an amendment
duly executed by the Issuer and the Borrower with the approval of the Bondholder
and upon the  further  terms and  conditions  set forth in  Article  XII of this
Indenture;  that it will not  agree  to any  abatement,  reduction,  abrogation,
waiver,  diminution  or  other  modification  in any  manner  or to  any  extent
whatsoever  of the  obligation  of the  Borrower to pay the Note and to meet its
other  obligations as provided in the Loan Agreement;  and that it will promptly
notify the  Trustee in writing of any actual or alleged  Event of Default  under
the Loan  Agreement,  the Note,  the Mortgage,  the Security  Agreement,  or the
Environmental  Agreement whether by the Borrower or the Issuer, and will further
notify the Trustee at least 30 days before the proposed date of effectiveness of
any proposed termination or cancellation of the Loan Agreement.

     Section 704. Trustee May Enforce Issuer's Rights Under Loan Agreement.  The
Loan  Agreement,  a duly executed  counterpart  of which has been filed with the
Trustee,  sets  forth  the  covenants  and  obligations  of the  Issuer  and the
Borrower,  including a provision in Section 11.9 thereof that  subsequent to the
issuance  of the Bonds and prior to Payment of the Bonds (as defined in the Loan
Agreement),  the  Loan  Agreement  and  the  other  Bond  Documents  may  not be
effectively amended, changed, modified, altered or terminated except as provided
in Section 11.9 of the Loan  Agreement  and Article XII of this  Indenture,  and
reference is hereby made to the Loan Agreement for a detailed  statement of said
covenants and  obligations  of the Borrower  under the Loan  Agreement,  and the
Issuer agrees that the Trustee,  subject to the provisions of the Loan Agreement
and this Indenture reserving certain rights to the Issuer and respecting actions
by the Trustee in its name or in the name of the Issuer,  may enforce all rights
of the Issuer and all obligations of the Borrower under and pursuant to the Loan
Agreement  and the other  Bond  Documents  for and on behalf of the  Bondholders
whether  or  not  the  Issuer  is  in  default  hereunder.  Notwithstanding  the
foregoing,  the Issuer may enforce  those  rights  listed in  subparagraphs  (i)
through (xiv),  both inclusive of  subparagraph  (a) of the granting  provisions
hereof relating to the Loan Agreement.

     Section 705.  Covenant Against  Arbitrage.  The Issuer covenants and agrees
that it will not make or authorize  any use, and directs the Trustee not to make
or permit any use other than at the direction of the Bond Purchaser or in accord
with the terms  hereof,  of the proceeds of the Bonds which would cause any Bond
to be an "arbitrage  bond" within the meaning of Section  148(a) of the Code and
the applicable regulations promulgated from time to time thereunder, and 


                                       29
<PAGE>

further  covenants  that it will  observe and not violate  the  requirements  of
Section  148(a) of the Code and any such  applicable  regulations  to the extent
necessary  so that the  interest  on the Bonds will not cease to be exempt  from
Federal income tax by reason of such use of proceeds;  provided that neither the
Issuer nor the Trustee  shall be liable for any  investment of moneys under this
Indenture  made at the direction of the Borrower  Representative,  nor shall the
Trustee  be  liable  by  reason of any  failure  to make  investments  if not so
directed by the Borrower Representative.

     Section 706. Inspection of Bond Registration Books. At reasonable times and
upon reasonable notice, the Bond Registration Books may be inspected pursuant to
the laws of Florida  relating to public  records and may be  photocopied  by the
Trustee at the  expense of the person  requesting  copies and  delivered  to the
person requesting such copies.



                                       30
<PAGE>


                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES

     Section 801.  Defaults.  Each of the following events is hereby declared an
"Event of Default", that is to say, if

     (a) Payment of interest on any of the Bonds shall not be made when the same
shall become due; or

     (b) Payment of the  principal of or any other amount  payable  under any of
the Bonds shall not be made when the same shall become due,  whether at maturity
or by proceedings for redemption or otherwise; or

     (c) An "Event of  Default"  or a default or an event of  default  under the
Loan  Agreement,   the  Note,  the  Mortgage,   the  Security   Agreement,   the
Environmental Agreement, or any of the other Bond Documents shall have occurred;
provided,  however,  the  Bondholder,  in its sole  discretion,  may  provide an
opportunity for such Event of Default to be cured; or

     (d) There shall occur a default in the due and punctual  performance of any
of the covenants,  conditions,  agreements and provisions contained in the Bonds
or in this  Indenture  on the part of the Issuer to be  performed  other than as
referred to in the preceding paragraphs of this Section;

provided, however, that no default specified in clause (d) of this Section above
shall  constitute  an Event of Default  until  written  notice  specifying  such
default  and  requiring  the same to be  remedied  shall  have been given to the
Borrower and the Issuer by the Trustee,  which may give notice in its discretion
and shall give such notice at the written  direction  of the holders of at least
twenty-five  percent  of the  principal  amount  of Bonds  outstanding,  and the
Borrower and the Issuer  shall have had 30 days after  receipt of such notice to
correct  said  default  and shall not have  corrected  said  default  within the
applicable period.

     Section 802. Acceleration.  Notwithstanding anything contained in the Bonds
or in this  Indenture to the contrary (but subject to the  provisions of Section
903 hereof), upon the happening of any Event of Default specified in Section 801
hereof which shall not have been waived, then and in every such case the Trustee
may, and upon the written direction of the Bondholder, by a notice in writing to
the Issuer and the Borrower, declare the principal of the Bonds (if not then due
and payable) to be due and payable  immediately,  and upon such  declaration the
same shall, together with all accrued and unpaid interest thereon, become and be
immediately due and payable. Upon any cure of a default, the Trustee may rescind
acceleration upon approval of the Requisite Bondholders.

     Section  803.  Trustee May Bring Suit.  Upon the  happening of any Event of
Default  specified in Section 801 hereof which shall not have been waived,  then
and in every such case the 


                                       31
<PAGE>

Trustee  may,  and  upon  the  written  direction  of the  holders  of at  least
twenty-five  percent (25%) of the principal  amount of Bonds  outstanding  shall
proceed, subject to the provisions of Section 903 hereof, to protect and enforce
its rights and the rights of the Bondholders under the Loan Agreement, the Note,
the  Mortgage,  the  Security  Agreement,  the  Environmental  Agreement,   this
Indenture, and the other Bond Documents by mandamus or such other suits, actions
or special  proceedings  in equity or at law or otherwise,  or by proceedings in
the office of any board or officer having jurisdiction,  either for the specific
performance of any covenant or agreement contained herein or in aid or execution
of any power  herein  granted  or for the  enforcement  of any  proper  legal or
equitable  remedy,  as the Trustee,  being  advised by counsel,  shall deem most
effectual to protect and enforce such rights.

     In the enforcement of any remedy under this Indenture, the Trustee shall be
entitled to sue for,  enforce  payment of and recover  judgment  for, in its own
name and as trustee of an express  trust,  any and all amounts then or after any
default becoming, and at any time remaining,  due from the Issuer for principal,
interest,  or otherwise  under any of the provisions of this Indenture or of the
Loan Agreement,  and unpaid,  with interest on overdue payments of principal and
interest at the Overdue  Rate,  together  with any and all costs and expenses of
collection  and of all  proceedings  hereunder  and  under  the  Bonds,  without
prejudice to any other right or remedy of the Trustee or of the Bondholders, and
to recover and enforce any judgment or decree against the Issuer,  but solely as
provided  herein and in the Bonds,  for any  portion of such  amounts  remaining
unpaid and interest,  costs and expenses as above provided,  and to collect (but
solely  from  moneys in the Bond Fund and any other  moneys  available  for such
purpose),  in any manner  provided by law, the moneys  adjudged or decreed to be
payable.

     Section 804. Trustee May File Claim in Bankruptcy.  In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition  or  other  similar  judicial  proceeding
relative  to  the  Issuer,  the  Borrower  or any  other  obligor  (including  a
guarantor)  upon the Loan  Agreement  or the  Bonds  or to the  property  of the
Issuer, the Borrower, or such other obligor or the creditors of any of them, the
Trustee  (irrespective  of whether the  principal of the Bonds shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of  whether  the  Trustee  shall have made any  demand on the  Borrower  for the
payment  of the Note of an amount  equal to overdue  principal  or  interest  or
additional  interest)  shall be entitled and empowered,  by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole  amount of  principal  and
     interest  owing and  unpaid in  respect of the Bonds and to file such other
     papers or  documents  as may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the reasonable compensation,
     expenses,  disbursements  and  advances  of the  Trustee,  its  agents  and
     counsel) and of the Bondholders allowed in such judicial proceeding; and

          (ii) to collect and receive  any moneys or other  property  payable or
     deliverable on any such claims and to distribute the same;


                                       32
<PAGE>

and any receiver, assignee, trustee, liquidator,  sequestrator (or other similar
official)  in  any  such  judicial   proceeding  is  hereby  authorized  by  the
Bondholders  to make such  payments  to the  Trustee,  and in the event that the
Trustee  shall  consent  to  the  making  of  such  payments   directly  to  the
Bondholders,  to pay to the  Trustee  any  amount  due to it for the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel, and any other amounts due the Trustee under Section 903 hereof.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize or consent to or accept,  or adopt on behalf of the  Bondholders,  any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Bonds or the rights of any  Bondholder  thereof,  or to authorize the Trustee to
vote in respect of the claim of the Bondholder in any such proceeding.

     All moneys  received by the  Trustee  pursuant to any right given or action
taken under this Indenture shall, after payment of the costs and expenses of the
proceedings resulting in the collection of such moneys and the fees and expenses
of the Trustee,  be deposited in the Bond Fund and applied to the payment of the
principal of, premium,  if any, and interest then due and unpaid on the Bonds in
accordance with the provisions of the Indenture.

     Section 805. Pro Rata  Application of Funds.  Anything in this Indenture to
the contrary notwithstanding,  and subject to the obligations under Section 905,
if at any time the  moneys in the Bond Fund shall not be  sufficient  to pay the
interest  on or the  principal  of the Bonds as the same  shall  become  due and
payable  (either  by their  terms  or by  acceleration  of  maturity  under  the
provisions  of Section 802 hereof),  such moneys,  together with any moneys then
available or thereafter becoming available for such purpose, whether through the
exercise of the remedies  provided for in this  Article or  otherwise,  shall be
applied as follows:

     (a) If the  principal of the Bonds shall not have become due and payable or
shall not have been  declared due and payable,  all such moneys shall be applied
as follows:

          first:  to  the  payment  to  the  Persons  entitled  thereto  of  all
     installments of interest and other amounts payable under the Bonds then due
     and payable in the order in which such installments become due and payable,
     with interest on the overdue  installments of interest at the Overdue Rate,
     and, if the amount  available  shall not be  sufficient  to pay in full any
     particular  installment,  then to the  payment,  ratably,  according to the
     amounts due on such installment,  to the Persons entitled thereto,  without
     any discrimination or preference;

          second:  to the payment to the Persons  entitled thereto of the unpaid
     principal  of the Bonds  which  shall  have  become due and  payable,  with
     interest on the principal amount of the Bonds at the Overdue Rate, from the
     due date  thereof  to the date of  payment  hereunder,  and,  if the amount
     available  shall be insufficient to make all such payments in full, then to
     the payment ratably in accordance with the respective  amounts of principal
     owing  to  the  Persons  entitled   thereto,   without   discrimination  or
     preference; and

                                       33
<PAGE>

          third:  to the  payment of the  interest on and the  principal  of the
     Bonds, to the purchase and retirement of the Bonds and to the redemption of
     the Bonds, all in accordance with the provisions of this Indenture.

     Notwithstanding any other provision of this Indenture to the contrary,  the
Trustee  shall have a lien on all amounts held  hereunder for the payment of its
fees and expenses,  including  attorneys'  fees. Such lien shall be prior to all
other liens granted  hereunder,  including the payment of principal and interest
on the Bonds.

     (b) If all the  principal of the Bonds shall have become due and payable or
shall have been  declared due and  payable,  all such moneys shall be applied to
the payment of the  principal  and interest and other  amounts then due upon the
Bonds,  with interest on the overdue  installments  of principal and interest at
the Overdue  Rate,  from the due date thereof to the date of payment  hereunder,
without  preference  or priority of principal  over interest or of interest over
principal,  or of any  installment  of interest  over any other  installment  of
interest,  ratably,  according to the amounts due respectively for principal and
interest,  to  the  Persons  entitled  thereto  without  any  discrimination  or
preference.

     (c) If all the  principal  of the Bonds  shall have been  declared  due and
payable  and if such  declaration  shall  thereafter  have  been  rescinded  and
annulled  under the  provisions  of Section  813  hereof,  then,  subject to the
provisions of subsection (b) of this Section 805 in the event that the principal
of the Bonds shall later  become due and payable or be declared due and payable,
the  moneys  remaining  in and  thereafter  accruing  to the Bond Fund  shall be
applied in accordance with the provisions of subsection (a) of this Section 805.

     Whenever moneys are to be applied by the Trustee pursuant to the provisions
of this Section 805, such moneys shall be applied without preference or priority
of one  Bondholder  over another by the Trustee at such times,  and from time to
time, as the Trustee in its sole discretion shall  determine,  having due regard
to the amount of such moneys  available for  application  and the  likelihood of
additional  moneys becoming  available for such  application in the future;  the
setting aside of such moneys, in trust for the proper purpose,  shall constitute
proper  application  by the  Trustee;  and the Trustee  shall incur no liability
whatsoever  to the Issuer,  to the  Bondholders  or to any other  Person for any
delay in applying any such moneys,  so long as the Trustee acts with  reasonable
diligence,  having due regard to the  circumstances,  and ultimately applies the
same in accordance  with such  provisions of this Indenture as may be applicable
at the time of application  by the Trustee.  Whenever the Trustee shall exercise
such  discretion in applying such moneys,  it shall fix the date (which shall be
an  interest  payment  date  unless the  Trustee  shall deem  another  date more
suitable) upon which such  application is to be made and upon such date interest
on the amounts of principal  to be paid on such date shall cease to accrue.  The
Trustee shall give such notice as it may deem  appropriate  of the fixing of any
such date,  and shall not be required to make payment to any holder of the Bonds
until each Bond shall be surrendered to the Trustee for appropriate endorsement,
or for cancellation if fully paid.

     Section  806.  Effect  of  Discontinuance  of  Proceedings.   In  case  any
proceeding  taken 

                                       34
<PAGE>



by the  Trustee on  account  of any  default  shall  have been  discontinued  or
abandoned for any reason, then and in every case the Issuer, the Trustee and the
Bondholders  shall be restored to their former  positions and rights  hereunder,
respectively,  and all rights, remedies,  powers and duties of the Trustee shall
continue as though no proceeding had been taken.

     Section  807.  Holder of Bond May  Control  Proceedings.  Anything  in this
Indenture to the contrary  notwithstanding,  the Majority Bondholders shall have
the right,  subject to the provisions of Section 903 hereof, by an instrument or
concurrent  instruments  in writing  executed and  delivered to the Trustee,  to
direct the method and place of conducting  all remedial  proceedings to be taken
by the Trustee  hereunder or exercising  any trust or power  conferred  upon the
Trustee,  provided that such direction shall not be otherwise then in accordance
with law and the provisions of this Indenture, and provided, further, subject to
the provisions of Section 901 hereof, that the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction.

     Section 808.  Restrictions  Upon Actions by Bondholder.  A Bondholder shall
not have any right to institute  any suit,  action or proceeding in equity or at
law on the Bonds or for the  execution  of any trust  hereunder or for any other
remedy hereunder except that the Bondholders may institute any such suit, action
or proceeding in their own name for their benefit. It is understood and intended
that,  except as otherwise  above provided,  no Bondholder  hereby secured shall
have any right in any  manner  whatever  by his  action to  affect,  disturb  or
prejudice  the  security of this  Indenture,  or to enforce any right  hereunder
except in the manner provided and that all proceedings at law or in equity shall
be  instituted,  had and  maintained in the manner  herein  provided and for the
benefit of the Bondholders, and that any individual right of action or any other
right given to such holder by law is restricted by this  Indenture to the rights
and  remedies  herein  provided.  Notwithstanding  any other  provision  in this
Indenture,  each  Bondholder  shall  have  the  right,  which  is  absolute  and
unconditional,  to receive  payment of the  principal of,  premium,  if any, and
interest on their respective Bonds on the respective due dates expressed in each
Bond (or, in the case of redemption,  on the  redemption  date) and to institute
suit for the  enforcement  of any such  payment,  and such  right  shall  not be
impaired without the consent of the Bondholder.

     Section 809. Receiver.  Upon the occurrence of an Event of Default and upon
the filing of a suit or other  commencement  of judicial  proceedings to enforce
the rights of the  Trustee  and of the  Bondholders  under this  Indenture,  the
Trustee shall be entitled, as a matter of strict right and without regard to the
value  or  occupancy  of the  security  or the  solvency  of the  Issuer  or the
Borrower,  to the  appointment of a receiver or receivers of the amounts payable
on the Note or otherwise  under the Loan  Agreement  and assigned to the Trustee
under this  Indenture  pending such  proceedings,  with such powers as the court
making such  appointment  shall confer,  whether or not any such amounts payable
shall be deemed sufficient ultimately to satisfy the Bonds.

     Section 810. Actions by Trustee.  All rights of action under this Indenture
or under the Bonds secured hereby,  enforceable by the Trustee,  may be enforced
by it without the possession of the Bonds or the production thereof in the trial
or other proceeding  relative  thereto,  and any such suit, action or proceeding
instituted  by the  Trustee  shall be brought in its name for the 


                                       35
<PAGE>


benefit of the holders of the Bond, subject to the provisions of this Indenture.

     Section  811.  No Remedy  Exclusive.  No remedy  herein  conferred  upon or
reserved  to the  Trustee  or to the  holders  of the  Bonds is  intended  to be
exclusive of any other remedy or remedies  herein  provided,  and each and every
such remedy shall be  cumulative  and shall be in addition to every other remedy
given hereunder or, subject to the terms of Section 808 hereof, by law.

     Section  812. No Delay or Omission  Construed  to be a Waiver.  No delay or
omission of the Trustee or of the holders of the Bonds to exercise  any right or
power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or any  acquiescence  therein;  and
every  power  and  remedy  given by this  Indenture  to the  Trustee  and to the
Bondholders,  respectively,  may be exercised  from time to time and as often as
may be deemed expedient.

     Section  813.  Waiver of  Defaults.  Before the entry of final  judgment or
decree in any suit,  action or proceeding  instituted by it under the provisions
of this  Indenture  or before the  completion  of the  enforcement  of any other
remedy  under this  Indenture,  the Trustee,  with the consent of the  Requisite
Bondholders, shall be permitted to discontinue such suit, action, proceeding, or
enforcement  of any remedy if in its opinion  any  default  forming the basis of
such suit,  action,  proceeding  or  enforcement  of any remedy  shall have been
remedied. Upon any such discontinuation,  all parties shall be restored to their
respective  rights and  positions  as existing  immediately  prior to such suit,
action or proceeding.

     Section 814.  Remedies Herein  Additional to Remedies in Other  Agreements.
The  remedies  conferred  in this  Article  shall be in addition to all remedies
provided for in the Loan Agreement,  the Mortgage, the Environmental  Agreement,
and the Security  Agreement,  which remedies are hereby  incorporated  herein by
reference.


                                       36
<PAGE>


                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

     Section  901.  Acceptance  of Trusts.  The Trustee  hereby  represents  and
warrants to the Issuer (for the benefit of the Borrower and the  Bondholders  as
well as the  Issuer)  that it is duly  authorized  under the laws of the  United
States of America and the laws of the State to accept and execute  trusts of the
character herein set out.

     The Trustee  accepts and agrees to execute  the trusts  imposed  upon it by
this Indenture, but only upon the terms and conditions set forth in this Article
and subject to the provisions of this Indenture  including the following express
terms and  conditions,  to all of which the parties  hereto and the  Bondholders
agree:

     (a) Until the  occurrence  of an Event of  Default  within  the  purview of
Section 801 hereof,

          (i) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture,  and no implied  covenants
     or obligations shall be read into this Indenture against the Trustee; 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;  but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically  required to be furnished to the Trustee,  as the case may
     be,  the  Trustee  shall be under a duty to examine  the same to  determine
     whether or not they conform to the requirements of this Indenture.

     (b) In case an Event of Default  within the  purview of Section  801 hereof
has occurred, 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 man would exercise or use under the circumstances in the
conduct of his own affairs.

     (c) No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from  liability for its own grossly  negligent  action,  its own grossly
negligent failure to act, or its own willful misconduct, except that

          (i) this  subsection  shall not be  construed  to limit the  effect of
     subsection (a) of this Section 901;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a  responsible  officer or officers of the Trustee  unless it
     shall be proved that the Trustee was grossly  negligent in ascertaining the
     pertinent facts; and


                                       37
<PAGE>

          (iii) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the  Requisite  Bondholders  relating  to the time,  method and place of
     conducting  any  proceeding  for any remedy  available to the  Trustee,  or
     exercising  any  trust or power  conferred  upon the  Trustee,  under  this
     Indenture.

     (d) Whether or not herein  expressly so provided,  every  provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Trustee,  including without  limitation,  Sections 903 and 904
hereof, shall be subject to the provisions of this Section 901.

     Section 902. Trustee to Give Notice.

     (a)  Within 30 days  after  the  Trustee's  notice of any Event of  Default
hereunder,  the  Trustee  shall give to all  Bondholders  written  notice of all
defaults  known to it.  For the  purpose  of this  Section  902  only,  the term
"default"  means  any event  which is, or after  notice or lapse of time or both
would become, an Event of Default under Section 801 hereof.

     (b)  Promptly  upon  receipt  of  notice of the  occurrence  of an Event of
Taxability  or a  Determination  of  Taxability,  the Trustee  shall give notice
thereof to the Borrower and to all Bondholders and former Bondholders.

     Section 903. Trustee  Entitled to Indemnity.  The Trustee shall be under no
obligation to institute any suit, or to take any remedial  proceeding under this
Indenture,  the Note, the Mortgage,  the Security  Agreement,  the Environmental
Agreement,  or the Loan  Agreement,  or to enter any appearance in or in any way
defend  against any suit,  in which it may be made a  defendant,  or to take any
steps in the enforcement of any rights and powers hereunder, under the Note, the
Mortgage, the Security Agreement, the Environmental Agreement, or under the Loan
Agreement, until it shall be indemnified to its satisfaction against any and all
costs and expenses, outlays and counsel fees and other reasonable disbursements,
and against all liability; the Trustee may, nevertheless,  begin suit, or appear
in and defend suit, or do anything else in its judgment  proper to be done by it
as such Trustee,  without indemnity, and in such case the Issuer shall reimburse
the Trustee from funds available therefor under the Loan Agreement for all costs
and  expenses,  outlays  and  counsel  fees and other  reasonable  disbursements
properly  incurred in  connection  therewith.  If the Issuer  shall fail to make
reimbursement,  the  Trustee  may  reimburse  itself  from  any  moneys  in  its
possession  under the  provisions  of this  Indenture and shall be entitled with
respect thereto to a preference over the Bonds.

     Section 904.  Trustee Not  Responsible for Insurance,  Taxes,  Execution of
Indenture,  Acts of the Issuer or  Application  of Moneys  Applied in Accordance
with this Indenture.  The Trustee shall not be under any obligation to effect or
maintain insurance or to renew any policies of insurance or to inquire as to the
sufficiency of any policies of insurance carried by the Borrower,  or to report,
or make or file claims or proof of loss for, any loss or damage insured  


                                       38
<PAGE>

against  or which may occur,  or to keep  itself  informed  or advised as to the
payment of any taxes or assessments,  or to require any such payment to be made.
The  Trustee  shall  have  no   responsibility   in  respect  of  the  validity,
sufficiency,  due execution or  acknowledgment of this Indenture or the validity
or sufficiency of the security provided  hereunder or in respect of the validity
of the Bonds or the due execution or issuance thereof.  The Trustee shall not be
under any  obligation to see that any duties herein imposed upon any party other
than itself,  or any covenants  herein  contained on the part of any party other
than itself to be performed,  shall be done or performed,  and the Trustee shall
be under no obligation  for failure to see that any such duties or covenants are
so done or performed.

     The Trustee  shall not be liable or  responsible  because of the failure of
the  Issuer or of any of its  employees  or agents  to make any  collections  or
deposits or to perform  any act herein  required of the Issuer or because of the
loss of any  moneys  arising  through  the  insolvency  or the act or default or
omission of any other  depositary in which such moneys shall have been deposited
under the provisions of this Indenture. The Trustee shall not be responsible for
the  application  of any of  the  proceeds  of the  Bonds  or any  other  moneys
deposited  with it and paid out,  withdrawn  or  transferred  hereunder  if such
application,  payment,  withdrawal or transfer shall be made in accordance  with
the provisions of this Indenture.

     The immunities and exemptions from liability of the Trustee hereunder shall
extend to its directors, officers, employees and agents.

     Section  905.  Compensation.  Subject  to the  provisions  of any  contract
relating to the compensation of the Trustee, the Issuer shall cause the Borrower
to pay to the Trustee as Administrative Expenses its reasonable fees and charges
in accordance with Section 7.5 of the Loan Agreement. If the Borrower shall fail
to make any payment  required by this Section 905, the Trustee may, but shall be
under no  obligation  to, make such  payment  from any moneys in its  possession
under the  provisions  of this  Indenture  and shall be entitled to a preference
therefor over the Bonds hereunder.

     Section 906. Trustee to Preserve Records.  All records and files pertaining
to the  Project in the custody of the  Trustee  shall be open at all  reasonable
times to the  inspection  of the Issuer and the  Borrower  and their  agents and
representatives.

     Section 907. Trustee May be Bondholder.  The institution  acting as Trustee
under this Indenture, and its directors,  officers,  employees or agents, may in
good faith buy,  sell,  own, hold and deal in the Bonds issued under and secured
by this  Indenture,  and may join in the capacity of a Bondholder  in any action
which  any  Bondholder  may be  entitled  to take  with  like  effect as if such
institution were not the Trustee under this Indenture.

     Section 908. Trustee Not Responsible for Recitals. The recitals, statements
and  representations  contained  herein  and in the  Bonds  shall be  taken  and
construed as made by and on the part of the Issuer and not by the  Trustee,  and
the Trustee shall not be under any  responsibility  for the  correctness  of the
same.


                                       39
<PAGE>

     Section 909. No Trustee Responsibility for Recording or Filing. The Trustee
shall  not be under any  obligation  to see to the  recording  or filing of this
Indenture,  the Loan  Agreement,  the  Mortgage,  the  Assignment,  the Security
Agreement,  any financing  statements or any other instrument  related hereto of
thereto  or  otherwise  to see to the  giving  to any  person  of  notice of the
provisions hereof or thereof.

     Section 910. Trustee May Rely on Certificates. Subject to the provisions of
Section  901(a)(ii)  hereof,  the Trustee  shall be protected and shall incur no
liability in acting or proceeding,  or in not acting or not proceeding,  in good
faith,  reasonably and in accordance with the terms of this Indenture,  upon any
resolution,  order, notice, request,  consent, waiver,  certificate,  statement,
affidavit,  requisition,  bond or other paper or document which it shall in good
faith reasonably believe to be genuine and to have been adopted or signed by the
proper board or person or to have been prepared and furnished pursuant to any of
the  provisions  of the Loan  Agreement or this  Indenture,  or upon the written
opinion of any attorney, engineer,  accountant or other expert believed by it to
be qualified  in relation to the subject  matter,  and the Trustee  shall not be
under  any  duty to make  any  investigation  or  inquiry  as to any  statements
contained or matters referred to in any such instrument.

     Section 911.  Qualification  of the Trustee.  There shall at all times be a
trustee  hereunder which shall be an association or a corporation  organized and
doing  business  under the laws of the United States of America or of any state,
authorized  under  such laws and the  applicable  laws of the State to  exercise
corporate  trust powers and act as Bond Registrar  hereunder,  having a combined
capital  and  surplus  of  at  least  $25,000,000,  subject  to  supervision  or
examination by Federal or state  authority.  If such  association or corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes  of  this  Section  911,  the  combined  capital  and  surplus  of such
association  or  corporation  shall be deemed  to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions  of this Section 911, it shall resign  immediately  in the manner and
with the effect specified in Section 912 hereof.

     Section 912. Resignation and Removal of Trustee.

     (a) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of appointment by the successor Trustee under Section 913 hereof.

     (b) The Trustee may resign at any time by giving  written notice thereof to
the Issuer and the  Borrower.  If an  instrument  of  acceptance  by a successor
Trustee  shall not have been  delivered to the Trustee  within 30 days after the
giving of such notice of  resignation,  the  retiring  Trustee may  petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by an instrument or  instruments
in 

                                       40
<PAGE>



writing to the Trustee,  with copies to the Issuer and the  Borrower,  signed by
the Majority Bondholders or by their attorneys,  legal representatives or agents
and delivered to the Trustee,  the Issuer and the Borrower (such  instruments to
be effective only when received by the Trustee).

     (d) If at any time:

          (i) the Trustee  shall cease to be eligible  under Section 911 hereof,
     and shall fail to resign after written request  therefor by the Borrower or
     by the Majority Bondholders, or

          (ii) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or  insolvent  or a receiver  of the Trustee or of its  property
     shall be  appointed or any public  officer  shall take charge or control of
     the   Trustee  or  of  its   property   or  affairs   for  the  purpose  of
     rehabilitation, conservation or liquidation,

in any such case, (A) the Issuer or the Borrower may remove the Trustee,  or (B)
any Bondholder may petition any court of competent  jurisdiction for the removal
of the Trustee and the appointment of a successor.

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy  shall occur in the office of Trustee for any cause,  the Issuer
with the approval of the Borrower shall promptly appoint a successor. If, within
one year after such resignation,  removal or incapability,  or the occurrence of
such  vacancy,  a successor  Trustee  shall be  appointed by act of the Majority
Bondholders  delivered to the Borrower and the retiring  Trustee,  the successor
Trustee or appointed shall,  forthwith upon its acceptance of such  appointment,
become the successor  Trustee and supersede the successor  Trustee  appointed by
the Issuer and approved by the Borrower. If no successor Trustee shall have been
so  appointed  by the  Issuer  and  approved  by the  Borrower  or the  Majority
Bondholders and accepted  appointment in the manner  hereinafter  provided,  any
Bondholder, if he has been a bona fide holder of a Bond for at least six months,
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

     (f) The Issuer  shall give notice of each  resignation  and each removal of
the  Trustee and each  appointment  of a  successor  Trustee by mailing  written
notice of such event by first-class  mail,  postage prepaid,  to each Registered
Owner. Each notice shall include the name and address of the principal corporate
trust office of the successor Trustee.

     Section 913. Successor Trustee. Every successor Trustee appointed hereunder
shall  execute,  acknowledge  and  deliver to its  predecessor,  and also to the
Issuer and the Borrower,  an instrument in writing  accepting  such  appointment
hereunder,  and thereupon such successor  Trustee without any further act, shall
become  fully  vested with all the rights,  immunities,  powers and trusts,  and
subject  to all the  duties  and  obligations,  of its  predecessors;  but  such
predecessor shall,  nevertheless,  on the written request of its successor or of
the Issuer and upon payment of the expenses,  charges and other disbursements of
such  predecessor  which are payable  pursuant to the  provisions of Section 905
hereof, execute and deliver an instrument transferring to such 


                                       41
<PAGE>

successor  Trustee  all  the  rights,  immunities,  powers  and  trusts  of such
predecessor hereunder;  and every predecessor Trustee shall deliver all property
and moneys held by it hereunder to its successor, subject,  nevertheless, to its
preference,  if any,  provided  for in Section  903 and 905  hereof.  Should any
instrument in writing from the Issuer be required by any  successor  Trustee for
more fully and certainly vesting in such Trustee the rights, immunities,  powers
and trusts  hereby vested or intended to be vested in the  predecessor  Trustee,
any such  instrument  in  writing  shall  and will,  on  request,  be  executed,
acknowledged and delivered by the Issuer.

     Notwithstanding any of the foregoing  provisions of this Article,  any bank
or trust  company  having  power to perform the duties and execute the trusts of
this Indenture and otherwise  qualified to act as Trustee hereunder with or into
which the bank or trust company acting as Trustee may be merged or consolidated,
or to which the assets and  business of such bank or trust  company may be sold,
shall be deemed the successor of the Trustee.

     Section  914.  Co-Trustee.  It is the intent of this  Indenture  that there
shall be no violation of any law of any jurisdiction  denying or restricting the
right of certain banking  corporations  or associations to transact  business as
trustee as contemplated  herein in such  jurisdiction.  It is recognized that in
case  of  litigation  under  this  Indenture  and in  particular  in case of the
enforcement of the assignment and security interest  contained in this Indenture
upon the  occurrence  of any  Event of  Default,  it may be  necessary  that the
Trustee appoint an additional individual or institution as a separate Trustee or
Co-Trustee,   which  shall  be  satisfactory  to  the  Borrower.  The  following
provisions of this Section 914 are adapted to these ends.

     In the event of the  incapacity  or lack of authority  of the  Trustee,  by
reason of any present or future law of any jurisdiction,  to exercise any of the
rights,  powers and trusts herein granted to the Trustee or to hold title to the
Trust  Estate or to take any other action which may be necessary or desirable in
connection therewith,  each and every remedy, power, right, claim, demand, cause
of action,  immunity,  estate, title, interest and lien expressed or intended by
this  Indenture  to be exercised by or vested in or conveyed to the Trustee with
respect  thereto shall be  exercisable  by and vest in such separate  Trustee or
Co-Trustee  but only to the extent  necessary to enable the separate  Trustee or
Co-Trustee to exercise  such right,  powers and trusts,  and every  covenant and
obligation  necessary to the exercise thereof shall run to and be enforceable by
such separate Trustee or Co-Trustee.

     Should any deed,  conveyance  or  instrument  in writing from the Issuer be
required by the separate  Trustee or  Co-Trustee  so appointed by the Trustee in
order  to  more  fully  and  certainly  vest  in and  confirm  to him or in such
properties,  rights,  powers,  trusts, duties and obligations,  any and all such
deeds, conveyances and instruments shall, on request, be executed,  acknowledged
and  delivered by the Issuer.  In case any separate  Trustee or  Co-Trustee or a
successor  to  either,  shall die,  become  incapable  of  acting,  resign or be
removed,  all the  estates,  properties,  rights,  powers,  trusts,  duties  and
obligations of such separate Trustee or Co-Trustee,  so far as permitted by law,
shall vest in and be exercised  by the Trustee  until the  appointment  of a new
Trustee or successor to such separate Trustee or Co-Trustee.


                                       42
<PAGE>

     Section  915.  Covenant to Notify  Issuer of Certain  Matters.  The Trustee
shall  notify the Issuer of the  following  by not later than October 31 of each
year:  (a) any change in the  identity of the Borrower (of which the Trustee has
been provided  notice) or the Trustee  occurring during the preceding 12 months,
and (b) the  outstanding  principal  balance of the Bonds as of  September 30 of
each year. 

                                   ARTICLE X

                     EXECUTION OF INSTRUMENTS BY BONDHOLDERS
                         AND PROOF OF OWNERSHIP OF BONDS

     Section  1001.  Execution  of  Instruments  by  Bondholders  and  Proof  of
Ownership  of Bonds.  Any request,  direction,  consent or other  instrument  in
writing  required or permitted  by this  Indenture to be signed or executed by a
Bondholder  may be signed or  executed  by the  Bondholder  or its  attorney  or
attorney-in-fact.  Proof  of the  execution  of any such  instrument  and of the
ownership of the Bonds shall be sufficient for any purpose of this Indenture and
shall be  conclusive  in favor of the Trustee with regard to any action taken by
it under such instrument if made in the following manner:

          The fact  and date of the  execution  by any  person  of any such
     instrument  may be proved by the  verification  of any  officer in any
     jurisdiction  who, by the laws thereof,  has power to take  affidavits
     within  such  jurisdiction,  to the effect  that such  instrument  was
     subscribed and sworn to before him, or by an affidavit of a witness to
     such  execution,  and  where  such  execution  is by an  officer  of a
     corporation  or  association or a member of a partnership on behalf of
     such  corporation,  association or partnership,  such  verification or
     affidavit shall also constitute sufficient proof of his authority.

     Nothing  contained  in this Section 1001 shall be construed as limiting the
Trustee to such proof,  it being  intended that the Trustee may accept any other
evidence of the matters  herein stated which may be  sufficient.  Any request or
consent of a Bondholder shall bind every future holder of the Bonds or any Bonds
issued in place  thereof in respect of anything done by the Trustee in pursuance
of such request or consent.

     Notwithstanding  any of the foregoing  provisions of this Section 1001, the
Trustee shall not be required to recognize any person as a holder of Bonds or to
take any action at his request unless the Bonds shall be deposited with it.

     Section 1002.  Preservation of  Information.  The Trustee shall preserve in
the Bond Registration Books, in as current a form as is reasonably  practicable,
the name and address of each Bondholder  received by the Trustee in its capacity
as Bond Registrar.


                                       43

<PAGE>


                                   ARTICLE XI

                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE

     Section 1101.  Supplements and Amendments Not Requiring Bondholder Consent.
The Issuer and the Trustee may,  without consent or approval of the Bondholders,
enter into such supplements and amendments to this Indenture (which  supplements
and amendments  shall  thereafter form a part hereof),  for any of the following
purposes:

     (a) to cure any ambiguity or formal defect or omission in this Indenture or
in any supplement or amendment to this Indenture, or

     (b) to  grant  to or  confer  upon  the  Trustee  for  the  benefit  of the
Bondholders any additional rights, remedies,  powers, authority or security that
may lawfully be granted to or conferred upon the Bondholders or the Trustee, or

     (c) to  subject  to the  liens  and  pledge  of this  Indenture  additional
payments, revenues, properties or collateral, or

     (d) to modify,  amend or  supplement  this  Indenture or any  supplement or
amendment  hereto in such  manner  as to permit  the  qualification  hereof  and
thereof  under the Trust  Indenture  Act of 1939,  as  amended,  or any  similar
Federal statute  hereafter in effect or to permit the qualification of the Bonds
for sale under the  securities  laws of any of the states of the United  States,
and,  if they  so  determine,  to add to this  Indenture  or any  supplement  or
amendment hereto such other terms, conditions and provisions as may be permitted
by said Trust Indenture Act of 1939 or similar Federal statute.

     Section 1102. Supplements and Amendments Requiring Bondholder Consent. With
the consent of the Requisite  Bondholders,  the Issuer and the Trustee may, from
time to time and at any time,  enter into  supplements  and  amendments  to this
Indenture for the purpose of adding any  provisions to or changing in any manner
or  eliminating  any of the provisions of this Indenture or of any supplement or
amendment  to this  Indenture  or of  modifying  in any manner the rights of the
Bondholders;  provided,  however,  that  no  supplement  or  amendment  to  this
Indenture  which  extends the maturity date of the Bonds or the terms of payment
of the Bonds, or alters the rate of interest payable thereunder or the manner or
method of amending or  supplementing  this  Indenture  shall be made without the
consent  of  all  Bondholders.  Nothing  herein  contained,  however,  shall  be
construed as making  necessary the approval by the  Bondholders of the execution
of any  supplement or amendment to this  Indenture as authorized in Section 1101
hereof.

     It shall not be necessary for the consent of the holders of the Bonds under
this  Section  1102 that such  Bondholders  approve the  particular  form of any
proposed  supplement  or  amendment,  but it shall be sufficient if such consent
shall approve the substance thereof.

     If at any time the  Issuer  shall  request  the  Trustee  to enter into any
supplement  or  

                                       44
<PAGE>




amendment to this  Indenture for any of the purposes of this Section  1102,  the
Trustee  shall,  at the  expense of the  Issuer,  cause  notice of the  proposed
execution of such supplement or amendment to be mailed,  postage prepaid to each
Registered Owner. Such notice shall briefly set forth the nature of the proposed
supplement or amendment  and shall state that copies  thereof are on file at the
principal   corporate  trust  office  of  the  Trustee  for  inspection  by  the
Bondholder.  The Trustee shall not, however,  be subject to any liability to the
Bondholders by reason of its failure to mail the notice required by this Section
1102,  and any such failure shall not affect the validity of such  supplement or
amendment when consented to as provided in this Section 1102.

     Whenever,  at any time after the date of the  mailing of such  notice,  the
Issuer shall  deliver to the Trustee an  instrument  or  instruments  in writing
purporting  to be executed by the  Requisite  Bondholders,  which  instrument or
instruments  shall refer to the proposed  supplement  or amendment  described in
such notice and shall specifically  consent to and approve the execution thereof
in  substantially  the  form of the copy  thereof  referred  to in such  notice,
thereupon,  but not  otherwise,  the  Trustee  may execute  such  supplement  or
amendment in substantially such form, without liability or responsibility to the
holder of any Bond.

     If the  Requisite  Bondholders  shall have  consented  to and  approved the
execution  thereof as herein  provided,  the holders of the Bonds shall not have
any right to object to the  execution of such  supplement  or  amendment,  or to
object to any of the terms and  provisions  contained  therein or the  operation
thereof or in any manner to question the propriety of the execution thereof,  or
to enjoin or restrain the Trustee or the Issuer from  executing the same or from
taking any action pursuant to the provisions thereof.

     Section 1103.  Supplements  and  Amendments  Deemed Part of Indenture.  Any
supplement  or  amendment  to this  Indenture  executed in  accordance  with the
provisions of this Article shall  thereafter form a part of this Indenture,  and
all of the terms and conditions  contained in any such  supplement or amendments
to any provision authorized to be contained therein shall be and shall be deemed
to be a part of the  terms  and  conditions  of this  Indenture  for any and all
purposes.  Upon the execution of any  supplement or amendment to this  Indenture
pursuant to the  provisions  of this  Article,  this  Indenture  shall be and be
deemed to be modified and amended in accordance  therewith,  and the  respective
rights,  duties and obligations under this Indenture of the Issuer,  the Trustee
and the  Bondholders  shall  thereafter  be  determined,  exercised and enforced
hereunder, subject in all respects to such modifications and amendments.

     Section  1104.  Discretion  of Trustee in  Entering  into  Supplements  and
Amendments.  In each and every case  provided for in this  Article,  the Trustee
shall be entitled to exercise its  discretion in  determining  whether or not to
execute any proposed  supplement or amendment,  if the rights,  obligations  and
interests of the Trustee would be thereby affected, and the Trustee shall not be
under  any  responsibility  or  liability  to  the  Issuer,  the  Borrower,  the
Bondholders or to anyone  whomsoever for its refusal in good faith to enter into
any such supplement or amendment if such supplement or amendment is deemed by it
to be contrary to the provisions of this Article.  The Trustee shall be entitled
to receive,  and shall be fully  protected  in relying  upon,  an opinion of any
Counsel approved by it, as conclusive evidence that any such proposed supplement
or 


                                       45
<PAGE>

amendment  does or does not comply with the  provisions of this  Indenture,  and
that it is or is not proper for it, under the  provisions  of this  Article,  to
join in the execution of such supplement or amendment.

     Section 1105. Consent of Borrower Required. Anything herein to the contrary
notwithstanding,  any such  supplement  or  amendment  to this  Indenture  under
Section  1102 hereof  shall not become  effective  unless and until the Borrower
shall have consented thereto.



                                       46
<PAGE>


                                   ARTICLE XII

                SUPPLEMENTS AND AMENDMENTS TO THE LOAN AGREEMENT,
                  THE MORTGAGE, THE SECURITY AGREEMENT, AND THE
                             ENVIRONMENTAL AGREEMENT

     Section 1201. Supplements and Amendments Requioring Bondholder Consent. The
Issuer and the Trustee  shall not  execute and the Trustee  shall not consent to
any supplement or amendment to the Loan  Agreement,  the Mortgage,  the Security
Agreement,  or the  Environmental  Agreement,  unless  notice  of  the  proposed
execution of such  supplement  or amendment  shall have been mailed  first-class
mail,  postage prepaid,  to each Registered Owner and the Requisite  Bondholders
shall have consented to and approved the execution thereof,  all as provided for
in  Section  1102  hereof  in the  case of  supplements  and  amendments  to the
Indenture;  provided  that the  Trustee  and the  Borrower  shall be entitled to
exercise their discretion in consenting or not consenting to any such supplement
or amendment in the same manner as provided for in Section 1104 and 1105 hereof,
respectively, in the case of supplements and amendments to the Indenture.

     Section 1202.  Amendments to Financial  Covenants.  At the direction of the
owners of one hundred percent (100%) of the Outstanding  Bonds,  and without the
consent of the Issuer,  the Trustee shall enter into any supplement or amendment
to the Loan  Agreement,  the purpose of which is to add to,  amend or  otherwise
modify any of the covenants  contained in Sections 7.7, 7.9, 7.10,  7.11,  7.13,
714,  7.23,  7.24,  7.30,  7.31,  7.32,  7.33,  7.34,  7.35 and 7.36 of the Loan
Agreement.



                                       47
<PAGE>


                                  ARTICLE XIII

                                     PAYMENT

     If the  Issuer  shall  pay or cause to be paid in full  the  principal  of,
premium, if any, and interest on the Bonds, together with all other sums payable
hereunder  by the Issuer and all  amounts  payable to the Issuer or the  Trustee
under the Loan Agreement, then and in that case the right, title and interest of
the Trustee in and to the estate pledged and assigned to it under this Indenture
shall  cease,  terminate  and  become  void,  and such Bonds  shall  cease to be
entitled  to any lien,  benefit  or  security  under this  Indenture,  except as
provided  in  Sections  303 and 504  hereof and  excepting  the right to receive
certain payments upon a Determination  of Taxability  pursuant to Section 301(c)
hereof, which, unless otherwise  specifically provided for herein, shall survive
such  payment.  In such event,  the Trustee  shall turn over to the Borrower any
surplus in the Bond Fund and any balance  remaining in the Project  Fund,  shall
transfer and assign to the  Borrower  all property  then held by the Trustee and
shall, unless otherwise specifically provided for herein, execute such documents
as may be  reasonably  required by the Issuer or the  Borrower to evidence  said
transfer and assignment.



                                       48

<PAGE>


                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

     Section 1401.  Covenants of Issuer to Bind its Successors.  In the event of
the dissolution of the Issuer, all of the covenants,  stipulations,  obligations
and agreements contained in this Indenture by or on behalf of or for the benefit
of the Issuer shall bind or inure to the benefit of the  successor or successors
of the Issuer from time to time and any officer, board,  commission,  authority,
agency or  instrumentality  to whom or to which any power or duty affecting such
covenants,  stipulations,  obligations and agreements shall be transferred by or
in accordance  with law, and the word "Issuer" as used in this  Indenture  shall
include such successor or successors.

     Section 1402.  Notices.  Any notice,  demand,  direction,  request or other
instrument authorized or required by this Indenture to be given to or filed with
the Issuer,  the Trustee or the Borrower shall be in writing and shall be deemed
given or  filed  for all  purposes  of this  Indenture  when  delivered  by hand
delivery or mailed by first  class,  postage  prepaid,  registered  or certified
mail, addressed as follows:

                  If to the Issuer,

                  Orange County Industrial Development Authority
                  200 E. Robinson Street, Suite 600
                  Orlando, Florida  32801
                  Attention: Daniel A. Lynch, Secretary

                  If to the Trustee,

                  SunTrust Bank, Central Florida, National Association
                  225 E. Robinson Street, Suite 250
                  Orlando, FL 32801
                  Attention: Corporate Trust Department

                  or if to any successor Trustee or Co-Trustee,
                  addressed to it at its principal corporate trust
                  office; and

                  If to the Borrower,

                  ELXSI
                  3600 Rio Vista Avenue
                  Orlando, FL 32811
                  Attention: Controller


                                       49
<PAGE>

and if sent by telegraph,  telegram report of delivery  requested,  addressed as
above,  at the time and date  appearing on the report of  delivery.  A duplicate
copy of each notice or other  communication given hereunder by either the Issuer
or Trustee to the other shall also be given to the Borrower.

     All  documents  received  by the  Trustee  under  the  provisions  of  this
Indenture,  or photographic copies thereof,  shall be retained in its possession
until this Indenture  shall be released in accordance with the provisions of the
Indenture,  subject at all reasonable  times to the inspection of the Issuer and
the Bondholders and the agents and representatives thereof.

     The Issuer,  the Trustee and the Borrower  may, by notice given  hereunder,
designate  any  further or  different  addresses  to which  subsequent  notices,
certificates or other communications shall be sent.

     Section 1403.  Trustee as Paying Agent and Bond  Registrar.  The Trustee is
hereby  designated  and agrees to act as paying agent and Bond Registrar for and
in respect of the Bonds.

     Section 1404. Rights Under Indenture.  Except as herein otherwise expressly
provided, nothing in this Indenture expressed or implied is intended or shall be
construed to confer upon any Person other than the parties hereto,  the Borrower
and the  holders of the Bonds  issued  under and secured by this  Indenture  any
right, remedy or claim, legal or equitable, under or by reason of this Indenture
or any provision hereof, this Indenture and all its provisions being intended to
be and being for the sole and  exclusive  benefit  of the  parties  hereto,  the
Borrower and the holders from time to time of the Bonds issued hereunder.

     Section  1405.  Form of  Certificates  and  Opinions.  Except as  otherwise
provided in this Indenture, any request, notice, certificate or other instrument
from the  Issuer or the  Borrower  to the  Trustee  shall be deemed to have been
signed by the proper party or parties if signed by the Issuer  Representative or
the Borrower Representative,  respectively,  and the Trustee may accept and rely
upon a certificate signed by the Issuer Representative as to any action taken by
the  Issuer and by the  Borrower  Representative  as to any action  taken by the
Borrower.

     Section 1406.  Severability.  In case any one or more of the  provisions of
this Indenture or of the Bonds issued  hereunder shall for any reason be held to
be illegal or invalid,  such illegality or invalidity shall not affect any other
provisions of this  Indenture or of the Bonds,  but this Indenture and the Bonds
shall be construed and enforced as if such illegal or invalid  provision had not
been  contained  therein.  In case  any  covenant,  stipulation,  obligation  or
agreement of the Issuer  contained in the Bonds or in this  Indenture  shall for
any reason be held to be in violation of law, then such  covenant,  stipulation,
obligation  or  agreement  shall  be  deemed  to be the  covenant,  stipulation,
obligation or agreement of the Issuer to the full extent permitted by law.

     Section 1407. Covenants of Issuer Not Covenants of Officials  Individually.
All covenants, stipulations,  obligations and agreements of the Issuer contained
in this Indenture shall be deemed to be covenants, stipulations, obligations and
agreements of the Issuer to the full extent  permitted by the  Constitution  and
laws of the State. No covenant,  stipulation,  obligation 


                                       50
<PAGE>



or agreement  contained  herein  shall be deemed to be a covenant,  stipulation,
obligation  or  agreement  of any present or future  member,  officer,  agent or
employee of the Issuer in his  individual  capacity,  and neither the members of
the Issuer nor any other  officer of the  Issuer  executing  the Bonds  shall be
liable  personally  on the Bonds or be  subject  to any  personal  liability  or
accountability by reason of the issuance thereof. No member of the Issuer and no
officer,  agent or employee of the Issuer shall incur any personal  liability in
acting  or  proceeding  or in not  acting  or not  proceeding,  in  good  faith,
reasonably and in accordance with the terms of this Indenture.

     Section 1408.  Florida Law Governs.  his Indenture shall be governed by and
construed in accordance with the laws of the State.

     Section 1409. If Payment or Performance  Date is not a Business Day. If the
specified or last date for the making of any payment, the performance of any act
or the exercising of any right,  as provided in this  Indenture,  shall be a day
which is not a Business  Day, such payment may be made or act performed or right
exercised on the next  succeeding  Business Day;  provided  that interest  shall
accrue during any such period during which payment shall not occur.

     Section 1410. Execution in Counterparts.  This Indenture may be executed in
multiple  counterparts,  each of which shall be regarded  for all purposes as an
original and such counterparts shall constitute but one and the same instrument,
and no one counterpart of which need be executed by all parties.


                                       51
<PAGE>



     IN WITNESS  WHEREOF,  the  Issuer,  has caused this Trust  Indenture  to be
executed in its name and on its behalf by the  Chairman or Vice  Chairman of the
Issuer and attested by the Secretary or Assistant  Secretary of the Issuer;  and
the Trustee has caused this Trust  Indenture to be executed by a responsible and
duly authorized officer, all as of the date and year first above written.


                                     ORANGE COUNTY INDUSTRIAL
                                     DEVELOPMENT AUTHORITY


                                     By:
                                        ---------------------------------------
                                     Name:   David A. Winters
                                     Title:  Vice Chairman of the Orange County
                                             Industrial Development Authority



                                     Attest:


                                     -------------------------------------------
                                     Name:   Daniel A. Lynch
                                     Title:  Secretary of the Orange County 
                                             Industrial Development Authority


                                     (SEAL)

                                     SUNTRUST BANK, CENTRAL FLORIDA,
                                     NATIONAL ASSOCIATION, as Trustee


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------



                                       52
<PAGE>

                                   EXHIBIT "A"
                                 [Form of Bond]

                            United States of America
                                State of Florida

                 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,
                       INDUSTRIAL DEVELOPMENT REVENUE BOND
                          (ELXSI Project), Series 1997


No. R-                                                                $2,500,000

     The Orange County Industrial  Development Authority (hereinafter called the
"Issuer"),  a public body  corporate and politic duly created and existing under
and by virtue of the  Constitution  and laws of the State of Florida,  for value
received, hereby promises to pay, solely from the special fund provided therefor
as  hereinafter  set  forth,  to Bank of  America  National  Trust  and  Savings
Association or registered assigns, the principal sum of TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($2,500,000),  or so much thereof as has been paid and advanced
pursuant to the Bond Purchase  Agreement (as defined in the Loan  Agreement) and
remains  unpaid,  such principal being payable in one hundred eighty (180) equal
consecutive  monthly  installments  in the  amount of  $13,888.69  each (or such
lesser pro rata amount  thereof if the full amount of said principal sum has not
been advanced), commencing on October 1, 1997 and continuing on the first day of
each calendar month  thereafter,  with a final  installment in the amount of the
remaining  unpaid  principal  balance  hereunder due and payable on September 1,
2012, and to pay, solely from said special fund,  interest thereon from the date
hereof at the rate per annum equal to the Taxable Rate or Tax-Exempt  Rate, both
as defined in the Indenture  (defined  below),  as  applicable.  Interest  shall
initially  accrue at the Taxable  Rate,  but may be converted to the  Tax-Exempt
Rate upon  compliance  with Section 210 of the Indenture.  While this Bond bears
interest at the  Tax-Exempt  Rate,  the rate of  interest  charged is subject to
adjustment  upon a  Determination  of Taxability and as further set forth below.
Until the  entire  principal  amount of this Bond  shall have been paid in full,
interest  shall be  payable  monthly  on the  first day of each  calendar  month
commencing  October 1, 1997. The principal of, premium,  if any, and interest on
this Bond are payable in immediately  available funds in any coin or currency of
the United States of America which on the  respective  dates of payment  thereof
shall be legal tender for the payment of public and private  debts,  solely from
said special fund, to the  registered  owner hereof at its address as it appears
on  the  registration  books  of  SunTrust  Bank,   Central  Florida,   National
Association, Bond Registrar.

     If at any time after the date of original issue of the Bonds and so long as
the Bonds bear interest at the  Tax-Exempt  Rate,  there should be any change in
the maximum  marginal  statutory  rate of Federal  income tax  applicable to the
taxable  income of the holder hereof (the "Bank Tax Rate"),  then the Tax-Exempt
Rate,  for so  long  as  there  shall  not  have  occurred  a  Determination  of
Taxability,  shall be adjusted,  effective as of the effective  date of any such
change in the Bank Tax 


                            Page 1 of 7 Exhibit "A"
<PAGE>

Rate, by multiplying the Tax-Exempt Rate by a fraction, the denominator of which
is one  hundred  percent  (100%)  minus  the Bank Tax Rate in effect on the date
hereof and the numerator of which is one hundred  percent  (100%) minus the Bank
Tax Rate after giving effect to such change.

     The interest rate on the Bonds is subject to further adjustment as provided
in the Indenture.

     This Bond is secured,  to the extent provided in the Indenture  referred to
below,  solely by a pledge of the revenues  and  receipts  derived by the Issuer
pursuant to the Loan  Agreement,  by an  assignment  of the rights of the Issuer
under the Loan Agreement and by the other security referred to herein. This Bond
and the interest  payments  becoming due hereon are limited  obligations  of the
Issuer  payable  solely from the  revenues  and  receipts  derived by the Issuer
pursuant to the Loan Agreement,  the Note (defined below), the Mortgage (defined
below) and the Security  Agreement  (defined below),  and do not and shall never
constitute   an   indebtedness   of  the  Issuer   within  the  meaning  of  any
constitutional  provision  or  statutory  limitation  and do not and shall never
constitute  or give  rise to a  pecuniary  liability  of the  Issuer or a charge
against its general  credit or taxing power.  The full faith,  credit and taxing
power of the Issuer are not pledged for the payment of the principal or interest
on this Bond.

     This  Bond is one of the  Bonds of a duly  authorized  issue of  industrial
development  revenue  bonds of the  Issuer in the  aggregate  maximum  principal
amount  of  $2,500,000.00   known  as  "Orange  County  Industrial   Development
Authority,  Industrial Development Revenue Bonds (ELXSI Project),  Series 1997",
and is dated as of its date of  delivery.  The Bonds  have been  issued  for the
purpose of paying part or all of the Cost of the  Acquisition of the Project (as
defined in the Loan Agreement).

         This Bond is issued under and pursuant to a Trust Indenture dated as of
September 24, 1997 (said Trust Indenture, together with all such supplements and
amendments thereto as therein  permitted,  being herein called the "Indenture"),
by  and  between  the  Issuer  and  SunTrust  Bank,  Central  Florida,  National
Association,  as Trustee (said banking  institution and any successor trustee or
co-trustee  under the Indenture being herein called the "Trustee").  An executed
counterpart of the Indenture, the Loan Agreement, the Note, the Mortgage and the
Security  Agreement are on file at the principal  corporate  trust office of the
Trustee.  Any capitalized terms used herein and not otherwise defined shall have
the meanings given to such terms in the Indenture and/or the Loan Agreement,  as
applicable.  Reference is hereby made to the Indenture for the provisions, among
others,  with  respect to the custody  and  application  of the  proceeds of the
Bonds,  the collection and  disposition of revenues,  a description of the funds
charged with and pledged to the payment of the  principal of and interest on the
Bonds and any other amounts  payable  under the Bonds,  the nature and extent of
the security for the Bonds,  the terms and conditions  under which the Bonds are
or may be issued,  the rights,  duties and  obligations of the Issuer and of the
Trustee and the rights of the holders of the Bonds,  and, by the  acceptance  of
this Bond, the holder hereof assents to all of the provisions of the Indenture.

     The Issuer has entered into a Loan Agreement dated as of September 24, 1997
(said Loan 


                            Page 2 of 7 Exhibit "A"
<PAGE>


Agreement,  together with all such supplements and amendments thereto as therein
permitted, being herein called the "Loan Agreement"),  with ELXSI (herein called
the  "Borrower"),  under which the Issuer has agreed to lend to the Borrower the
proceeds of the Bonds,  and in  consideration  and as evidence of the loan,  the
Borrower  has agreed to issue its  promissory  note (the  "Note") in a principal
amount,  payable in installments,  bearing interest at rates and payable at time
corresponding to the principal amount of, installments of principal of, interest
rates on and due dates of the Bonds.  The Loan  Agreement  also provides for the
payment by the  Borrower  of  certain  fees and  expenses  of the Issuer and the
Trustee,  and the Loan Agreement  further obligates the Borrower to pay the cost
of maintaining the Plant in good repair in all material respects and keeping the
same insured.

     The Borrower has entered into a Mortgage and Security Agreement dated as of
September  24, 1997 (the  "Mortgage"),  whereby the Borrower has conveyed to the
Issuer a lien  upon  the land  upon  which  the  Project  will be  located,  all
additions,  modifications and improvements thereto and all fixtures and personal
property located thereon,  including without  limitation,  all equipment used in
the operations thereat, for the benefit of the Issuer.

     The Borrower has entered into a Security  Agreement,  dated as of September
24, 1997 (the  "Security  Agreement"),  with the Issuer whereby the Borrower has
pledged to the Issuer a security interest in certain  collateral of the Borrower
for the  benefit of the Issuer and as security  for the Bonds and certain  other
amounts.

     The Borrower has entered into an  Environmental  Indemnification  Agreement
dated as of  September  24,  1997 (the  "Environmental  Agreement")  whereby the
Borrower  has  agreed to  indemnify  the Issuer and the  Trustee  under  certain
circumstances.

     Pursuant to the  Indenture,  the Issuer has, for the benefit of the holders
of the Bonds,  endorsed  without recourse and pledged the Note, and assigned the
Issuer's rights under the Loan Agreement  (subject to the reservation of certain
rights of the Issuer under the Loan Agreement,  including its rights to notices,
payment of  certain  expenses  and  indemnity),  the  Mortgage  (subject  to the
reservation  of certain  rights of the Issuer under the Mortgage,  including its
rights to notices and payment of certain expenses),  the Security Agreement, the
Environmental  Agreement, and all moneys and securities in the Bond Fund created
under the Indenture (the "Bond Fund"),  and until applied in payment of any item
of the Cost of Acquisition of the Project (as defined in the Loan  Agreement) in
accordance  with  Section 402 of the  Indenture  and with the Loan  Agreement or
otherwise  applied as permitted in the  Indenture,  all moneys and securities in
the Project  Fund  created  under the  Indenture,  to the Trustee in trust.  All
payments on the Note are to be  deposited  with the Trustee to the credit of the
Bond Fund.

     ELXSI Corporation,  a Delaware  corporation,  (the "Guarantor") has entered
into a Guaranty Agreement, dated as of September 24, 1997 (the "Guaranty"), with
the Bondholder pursuant to which the Corporate Guarantor has unconditionally and
irrevocably guaranteed, inter alia, the full and timely payment of principal of,
premium, if any, and interest on the Bonds.


                            Page 3 of 7 Exhibit "A"
<PAGE>

     This Bond is subject to redemption in whole or in part at the option of the
Borrower at any time upon the  optional  prepayment  by the Borrower of all or a
portion of the unpaid  balance of the payments to be made  pursuant to the Note,
together with all accrued interest thereon and prepayment premium, in accordance
with and subject to the provisions of Section 10.1 of the Loan Agreement. If all
of the Bonds shall be called for  redemption,  the  redemption  payment shall be
applied to the payment of all of the unpaid installments of principal payable on
the  Bonds,  to  interest  accrued  thereon  to the  date of  redemption  and to
prepayment  premium.  If  less  than  all of  the  Bonds  shall  be  called  for
redemption, the redemption payment shall be applied to the payment of the unpaid
installments of principal on the Bonds in inverse order of their maturities,  to
interest accrued on the date of redemption and to prepayment premium;  provided,
however,  in the event there exists on the date of any such  partial  redemption
more than one Bond,  such  redemption  payment  shall be applied  ratably to the
outstanding Bonds.

     This Bond is further subject to mandatory redemption upon the occurrence of
a Determination  of Taxability (as defined in the Loan Agreement) or a Cessation
of  Operation  (as defined in the Loan  Agreement)  or upon the  election of the
Bondholder to tender the Bonds on or after June 30, 1999, all in accordance with
the Loan Agreement and the Indenture.

     Said  redemption  price shall also include any expenses of  redemption  and
fees and expenses of the Trustee.

     This Bond is further  subject to optional or mandatory  redemption in whole
or in part at any time (a) with funds  available in the Project  Fund  following
substantial completion of portions of the Project, and (b) by the application of
certain insurance proceeds upon damage or destruction of the Project, of certain
proceeds of condemnation  awards, and of certain proceeds from the sale or other
disposition  of  property,  including  the  Project,  as  provided  in the  Loan
Agreement, the Mortgage and the Security Agreement.

     Any such  redemption,  whether  in whole or in part,  shall be made upon at
least twenty (20) days' prior notice by mailing to the registered  owner of this
Bond at its address as its appears on the registration books kept by the Trustee
as Bond  Registrar  (other  than  redemptions  from funds  transferred  from the
Project Fund following substantial  completion of portions of the Project, which
redemption may be effected without, or with shorter,  notice), and shall be made
in the  manner and under the terms and  conditions  provided  in the  Indenture;
provided,  however, that failure to give such notice or any defect therein shall
not affect the validity of any  proceeding  for the  redemption of this Bond. On
the date designated for  redemption,  this Bond (or portion hereof) shall become
and be due and payable at the  redemption  price provided for redemption of this
Bond (or  portion  hereof)  on such  date,  and,  if moneys  for  payment of the
redemption price and the accrued  interest shall be held by the Trustee,  all as
provided in the Indenture,  interest on this Bond (or portion  hereof) so called
for redemption shall cease to accrue,  this Bond (or portion hereof) shall cease
to be  entitled  to any  benefit  or  security  under  the  Indenture,  and  the
registered owner hereof shall have no rights in respect of this Bond (or portion
hereof) except to receive payment of the redemption price hereof and the accrued
interest so held by the Trustee, to receive certain payments upon the occurrence
of a  Determination  of  Taxability  and to cause the  Borrower 


                            Page 4 of 7 Exhibit "A"
<PAGE>


to make certain payments as provided in Section 4.7 of the Loan Agreement.

     The holder of this Bond shall have no right to enforce  the  provisions  of
the  Indenture or to institute  action to enforce the covenants  therein,  or to
take any action with respect to any event of default under the Indenture,  or to
institute,  appear  in or  defend  any suit or  other  proceeding  with  respect
thereto, except as provided in the Indenture.

     In certain events, on the conditions, in the manner and with the effect set
forth in the Indenture, the principal of this Bond may become or may be declared
due and payable before the stated  maturity  hereof,  together with the interest
accrued hereon. Interest on overdue installments of principal and interest shall
accrue hereunder from the due date thereof to the date of payment thereof at the
Overdue Rate as set forth in the Indenture.

     Modifications or alterations of the Loan Agreement, the Note, the Mortgage,
the Security Agreement,  the Environmental  Agreement, and the Indenture and any
supplement  or  amendment  thereto  may be made  only to the  extent  and in the
circumstances  permitted  by the  Indenture  and may be made  in  certain  cases
without the consent of the holders of the Bonds.

     Anything  herein or in the Indenture to the contrary  notwithstanding,  the
obligations  of the Issuer  hereunder  shall be subject to the  limitation  that
payment of  interest  to the holder of this Bond  shall not be  required  to the
extent  that  receipt  of any such  payment  by the holder of this Bond would be
contrary to the  provisions  of law  applicable  to such holder  which limit the
maximum rate of interest which may be charged or collected by such holder.

     The transfer of this Bond may be registered by the registered  owner hereof
in person or by his  attorney-in-fact  at the principal office of the Trustee as
Bond Registrar,  its successors and assigns,  but only in the manner and subject
to the  limitations  and  conditions  provided in the  Indenture.  Upon any such
registration of transfer, the Issuer shall execute and the Trustee shall deliver
in  exchange  for this  Bond a new  registered  Bond or Bonds  without  coupons,
registered  in the  name of the  transferee  or  transferees,  in  denominations
authorized by the  Indenture and in the aggregate  amount equal to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate.

     THIS BOND SHALL NOT BE OR CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE
ISSUER,  ORANGE  COUNTY,  OR  OF  THE  STATE  OF  FLORIDA  OR OF  ANY  POLITICAL
SUBDIVISION  THEREOF,  AND THE ISSUER SHALL NOT BE OBLIGATED TO PAY THIS BOND OR
THE INTEREST OR PREMIUM,  IF ANY,  HEREON  EXCEPT FROM THE REVENUES AND PROCEEDS
PLEDGED  THEREFOR;  NEITHER  THE FAITH AND CREDIT  NOR THE  TAXING  POWER OF THE
ISSUER,  ORANGE  COUNTY,  OR  OF  THE  STATE  OF  FLORIDA  OR OF  ANY  POLITICAL
SUBDIVISION  THEREOF  IS  PLEDGED  TO THE  PAYMENT  OF THE  PRINCIPAL  OF OR THE
INTEREST OR PREMIUM,  IF ANY, HEREON, AND THE HOLDER OF THIS BOND SHALL NOT HAVE
ANY RIGHT TO COMPEL ANY  EXERCISE  OF THE  TAXING  POWER OF THE ISSUER OR OF THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION 


                            Page 5 of 7 Exhibit "A"
<PAGE>



THEREOF TO AND FOR SUCH PAYMENT.

     NO COVENANT OR AGREEMENT  CONTAINED IN THIS BOND OR IN THE INDENTURE  SHALL
BE DEEMED TO BE A COVENANT OR AGREEMENT OF ANY MEMBER OF THE  GOVERNING  BODY OF
THE ISSUER,  OR ANY OFFICER,  AGENT OR EMPLOYEE OF THE ISSUER IN HIS  INDIVIDUAL
CAPACITY,  AND NEITHER ANY SUCH MEMBER NOR ANY SUCH OFFICER  EXECUTING THIS BOND
SHALL BE LIABLE PERSONALLY ON THIS BOND OR BE SUBJECT TO ANY PERSONAL  LIABILITY
OR ACCOUNTABILITY BY REASON OF THE ISSUANCE OF THIS BOND.

     This Bond shall be governed by and construed in accordance with the laws of
the State of Florida.  This Bond has all the qualities and incidents,  including
negotiability, of investment securities under the Uniform Commercial Code of the
State of Florida.

     All acts,  conditions and things required to happen, exist and be performed
precedent to and in the issuance of this Bond and the execution of the Indenture
have happened,  exist and have been  performed as so required,  and neither this
Bond nor the  issue of which  it forms a part  exceeds  any debt or other  limit
prescribed by the Constitution or Statutes of the State of Florida.

     This Bond shall not be entitled to any benefit  under the  Indenture  or be
valid or become  obligatory  for any  purpose  until  this Bond  shall have been
authenticated  by the  manual  signature  of a duly  authorized  officer  of the
Trustee on the Trustee's Certificate of Authentication hereon.

     IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed with the
manual  signature of its Chairman or Vice  Chairman and its official  seal to be
impressed hereon and attested by its Secretary or Assistant Secretary, all as of
the 24th day of September, 1997.

                                   ORANGE COUNTY INDUSTRIAL
                                   DEVELOPMENT AUTHORITY


                                   By:
                                      ------------------------------------
[SEAL]                             Name:  Joanie Schirm
                                          Chairman of the Orange County
                                          Industrial Development Authority
ATTEST:


By:
   ---------------------------------
Name: Daniel A. Lynch, Secretary of 
      the Orange County Industrial 
      Development Authority


                            Page 6 of 7 Exhibit "A"

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

     This  Bond  is  one  of  the  Bonds  of  the  series   designated   in  the
within-mentioned Indenture and is issued under the provisions of the Indenture.


                         SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, as Trustee


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                            Page 7 of 7 Exhibit "A"

<PAGE>


                                   EXHIBIT "B"

$                                                                     No.
 -------------------                                                     -------


                           REQUISITION AND CERTIFICATE


                                                                         , 199
                                                          ----------- ---     --


SunTrust Bank, Central Florida, 
  National Association, as Trustee
225 E. Robinson Street, Suite 250
Orlando, FL 32801
Attention:  Corporate Trust Department

         Re:   $2,500,000 Orange County Industrial Development Authority,
               Industrial Development Revenue Bonds (ELXSI Project), Series 1997

Sirs:

     On behalf of ELXSI (the "Borrower"),  I hereby requisition,  from the funds
representing  the  proceeds of the sale of the  Industrial  Development  Revenue
Bonds  (ELXSI  Project),   Series  1997  issued  by  Orange  County   Industrial
Development  Authority  (the  "Issuer"),  and  dated  September  24,  1997  (the
"Bonds"),  which  funds  are  held  by  you  in  the  Orange  County  Industrial
Development  Authority,  Industrial  Development  Revenue Bonds (ELXSI Project),
Series 1997 Project Fund in  accordance  with the Trust  Indenture,  dated as of
September  24, 1997 (the  "Indenture"),  between the Issuer and you,  the sum of
$_______________  from the Project  Fund to make  payment to those payees and in
those amounts set forth on Schedule A attached hereto. The amount  requisitioned
hereby is presumed  to be paid first from the  proceeds of said Bonds (and to be
paid from  investment  earnings  thereon only after  requisition  of all of said
proceeds).

     I hereby  certify  that (a) the  obligation  to make  such  payment(s)  was
incurred  after  April  18,  1997,  by  the  Borrower  in  connection  with  the
Acquisition (as defined in the Loan Agreement,  of even date with the Indenture,
between  the  Issuer  and the  Borrower,  hereinafter  referred  to as the "Loan
Agreement")  of the Project  (referred  to in the Loan  Agreement),  is a proper
charge  against the Cost of  Acquisition  of the Project (as defined in the Loan
Agreement),  and has not been the basis for any prior requisition which has been
paid; (b) neither the Borrower nor, to the best of the Borrower's knowledge, the
Issuer has  received  written  notice of any lien,  right to lien or  attachment
upon, or claim  affecting the right of any such payee to receive payment of, any
of the money  payable  under this  requisition  to any of said  payees  named on
Schedule A attached  hereto,  or if any notice of any such lien,  attachment  or
claim has been received, such lien, attachment or claim either has been released
or  discharged  or  will  be  released  or  discharged   upon  payment  of  this
requisition;  (c) this  requisition  contains no items  representing  payment on
account 


                            Page 1 of 3 Exhibit "B"
<PAGE>

of any  retained  percentages  which you or the Issuer are entitled to retain at
this  date;  (d) the  payment of this  requisition  will not result in less than
ninety-five  percent (95%) of the net proceeds of the Bonds to be expended under
this  requisition  and  under all prior  requisitions  having  been used for the
acquisition, construction,  reconstruction or improvement of land or property of
a character  subject to the  allowance  for  depreciation  within the meaning of
Section 144(a)(1) of the Internal Revenue Code of 1986, as amended, (e) no Event
of Default (as defined in the Loan  Agreement)  or event or default  which after
notice or lapse of time or both would  constitute  such an Event of Default  has
occurred and not been waived; and (f) the amount  requisitioned  hereby is being
expended  in  a  manner   consistent   in  all   material   respects   with  the
representations,  warranties and covenants of the Borrower set forth in the Loan
Agreement and the Borrower's Tax Compliance Certificate.

     [The  following  paragraph  is to be  completed  when any  requisition  and
     certificate includes any item for payment of machinery, equipment and other
     personal property]

     Attached hereto is a true and correct listing (including serial numbers, if
applicable,  or other  appropriate  identification)  of all items of  machinery,
equipment and other personal property for which payment is requested hereunder.

     [The  following  paragraph  is to be  completed  when any  requisition  and
     certificate  includes  any item for  payment  for labor or to  contractors,
     builders or materialmen.]

     I  hereby  certify  that  insofar  as  the  amount  covered  by  the  above
requisition  includes payments to be made for labor or to contractors,  builders
or  materialmen,  including  payment for  equipment,  materials or supplies,  in
connection with the Acquisition of the Project, (i) all obligations to make such
payments have been properly incurred, (ii) any such labor was actually performed
and any such  equipment,  materials  or  supplies  were  actually  furnished  or
installed  in or about the Project and are a proper  charge  against the Cost of
Acquisition  of the  Project,  and (iii) such  equipment,  materials or supplies
either are not subject to any lien or security  interest  or, if the same are so
subject,  such lien or security  interest  will be released or  discharged  upon
payment of this requisition.

                                            ----------------------------------
                                            Authorized Borrower Representative


                          Requisite Bondholder Approval

     The Bondholder hereby approves and authorizes disbursement according to the
above Requisition.


                           By:
                              --------------------------
                           Name:
                                ------------------------


                            Page 2 of 3 Exhibit "B"

<PAGE>

                           Title:
                                 -----------------------






                            Page 3 of 3 Exhibit "B"

<PAGE>


                                   SCHEDULE A

                           LIST OF PAYEES AND AMOUNTS


         Name of Payee                               Amount



                            Page 4 of 3 Exhibit "B"

<PAGE>



                                   EXHIBIT "C"

                          Description of Real Property


     Lots 1  through  12,  Block M and all of  Block N lying  North  and West of
Interstate  4, PLAT OF WOODHAVEN,  as recorded in Plat Book J, Page 127,  Public
Records of Orange County, Florida.




<PAGE>


                                   EXHIBIT "D"

                          Form of Investor Certificate


     The undersigned  Investor (the "Purchaser")  hereby certifies in connection
with the purchase by it of the Orange County  Industrial  Development  Authority
Industrial Development Revenue Bonds, (ELXSI Project),  Series 1997 (the "Bond")
as follows:

     1. The Purchaser is an "accredited  investor" as defined in Regulation D or
a "qualified  institutional buyer" as defined in Rule 144A as promulgated by the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
("Qualified Purchaser").

     2. The Purchaser has conducted its own independent  investigation  of, with
full opportunities to ask questions of and receive answers from  representatives
of the  parties  involved  with the Bonds,  the  documents,  the Project and the
transactions relating thereto.

     3. The  Purchaser is able to bear the economic risk of the  investment  and
understands and acknowledges that the Bond may be sold, transferred or otherwise
disposed of only to another  investor who is a Qualified  Purchaser and executes
an Investor  Certificate  substantially  the same as this Investor  Certificate,
that the Bond will bear a legend  reflecting this limitation,  and that any sale
or  disposition  of all or any  portion of the Bond must be in  compliance  with
applicable federal and state securities laws.

     4.  The  Purchaser  hereby  expressly  waives  any  right  to  receive  any
information  from  the  Orange  County  Industrial  Development  Authority  (the
"Issuer")  and  relieves  the Issuer and its agents and  representatives  of any
liability for failure to provide such  information.  The  Purchaser  understands
that the holder of the Bond has no right to demand  payment from the Issuer from
any sources other than that described in the Bond.

     5. The individuals  executing this Certificate have been duly authorized to
execute and deliver this Certificate on behalf of the Purchaser.

         Dated this       day of               ,      .
                   -----         --------------  -----


                                             Investor


                                             By:
                                                --------------------------------
Date:
     ------------------------


<PAGE>