EXHIBIT 10.14


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



                                    INDENTURE



                         STREICHER MOBILE FUELING, INC.



                                       AND



         THE BANK OF CHERRY CREEK, A BRANCH OF WESTERN NATIONAL BANK







                           Dated as of August 29, 2003



                                   $7,500,000



                 10% Senior Secured Notes due August 28, 2008




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

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION..............................1
      Section 1.01  Definitions..............................................1
      Section 1.02  Other Definitions........................................4
      Section 1.03  Rules of Construction....................................4

ARTICLE 2 THE SECURITIES.....................................................4
      Section 2.01  Form and Dating..........................................4
      Section 2.02  Execution................................................4
      Section 2.03  Agents...................................................5
      Section 2.04  Paying Agent To Hold Money in Trust......................5
      Section 2.05  Holder Lists.............................................5
      Section 2.06  Transfer and Exchange....................................5
      Section 2.07  Outstanding Notes........................................6
      Section 2.08  Treasury Notes Disregarded for Certain Purposes..........6
      Section 2.09  Cancellation.............................................6

ARTICLE 3 REDEMPTION.........................................................6
      Section 3.01  Notice to Trustee........................................6
      Section 3.02  Selection of Notes to be Redeemed........................7
      Section 3.03  Notice of Redemption.....................................7
      Section 3.04  Effect of Notice of Redemption...........................7
      Section 3.05  Deposit of Redemption Price..............................7
      Section 3.06  Securities Redeemed in Part..............................7

ARTICLE 4 COVENANTS..........................................................8
      Section 4.01  Payment of Notes.........................................8
      Section 4.02  SEC Reports..............................................8
      Section 4.03  Compliance Certificate...................................8
      Section 4.04  Notice of Certain Events.................................8

ARTICLE 5 SUCCESSORS.........................................................9
      Section 5.01  When Company May Merge, etc..............................9
      Section 5.02  Successor Corporation Substituted........................9

ARTICLE 6 DEFAULTS AND REMEDIES.............................................10
      Section 6.01  Acceleration............................................10
      Section 6.02  Other Remedies..........................................10
      Section 6.03  Control by Majority.....................................10
      Section 6.04  Limitation on Suits.....................................10
      Section 6.05  Rights of Holders To Receive Payment....................11
      Section 6.06  Priorities..............................................11

                                       i

<PAGE>

      Section 6.07  Undertaking for Costs...................................11
      Section 6.08  Proof of Claim..........................................12
      Section 6.09  Actions of a Holder.....................................12

ARTICLE 7 OTHER DISTRIBUTIONS...............................................12
      Section 7.01  Priorities..............................................12

ARTICLE 8 TRUSTEE...........................................................13
      Section 8.01  Duties of Trustee.......................................13
      Section 8.02  Rights of Trustee.......................................14
      Section 8.03  Individual Rights of Trustee; Disqualification..........14
      Section 8.04  Trustee's Disclaimer....................................14
      Section 8.05  Notice of Defaults......................................15
      Section 8.06  Compensation and Indemnity..............................15
      Section 8.07  Replacement of Trustee..................................16
      Section 8.08  Successor Trustee by Merger, etc........................17

ARTICLE 9 SATISFACTION AND DISCHARGE........................................17
      Section 9.01  Satisfaction and Discharge of Indenture.................17
      Section 9.02  Application of Trust Funds..............................18
      Section 9.03  Reinstatement...........................................18
      Section 9.04  Repayment to Company....................................18

ARTICLE 10 AMENDMENTS.......................................................19
      Section 10.01 Without Consent of Holders..............................19
      Section 10.02 With Consent of Holders.................................19
      Section 10.03 Compliance with Trust Indenture Act and
                    Section 11.03...........................................20
      Section 10.04 Revocation and Effect of Consents and Waivers...........20
      Section 10.05 Notice of Amendment; Notation on or Exchange of
                    Notes...................................................20
      Section 10.06 Trustee Protected.......................................20

ARTICLE 11 SUBORDINATION....................................................21
      Section 11.01 Notes Subordinated to Senior Debt.......................21
      Section 11.02 Notes Subordinated in Any Proceeding....................21
      Section 11.03 No Payment on Notes in Certain Circumstances............21
      Section 11.04 Obligations of the Company Unconditional................21
      Section 11.05 Trustee and Paying Agents Entitled to Assume
                    Payments Not Prohibited in Absence of Notice............22
      Section 11.06 Satisfaction and Discharge..............................22
      Section 11.07 Subordination Rights Not Impaired by Acts or
                    Omissions of the Company or Holders of Senior Debt......22
      Section 11.08 No Fiduciary Duty of Trustee or Holders to Holders
                    of Senior Debt..........................................22
      Section 11.09 Trustee's Rights to Compensation, Reimbursement of
                    Expenses and Indemnification............................23

                                       ii

<PAGE>

      Section 11.10 Exception for Certain Distributions.....................23

ARTICLE 12 MISCELLANEOUS....................................................23
      Section 12.01 Notices.................................................23
      Section 12.02 Communication by Holders with Other Holders.............23
      Section 12.03 Certificate and Opinion as to Conditions Precedent......23
      Section 12.04 Statements Required in Certificate or Opinion...........24
      Section 12.05 Rules by Trustee........................................24
      Section 12.06 No Recourse Against Others..............................24
      Section 12.07 Variable Provisions.....................................24
      Section 12.08 Governing Law...........................................25
      Section 12.09 Counterparts; Facsimile.................................25


EXHIBIT A   Form of Note

                                      iii

<PAGE>


      INDENTURE dated as of August 29, 2003, between STREICHER MOBILE FUELING,
INC., a Florida corporation (the "COMPANY"), and THE BANK OF CHERRY CREEK, A
BRANCH OF WESTERN NATIONAL BANK, a Colorado corporation (the "Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 10% Senior Secured
Notes due August 1, 2008, in substantially the form attached as EXHIBIT A hereto
(the "NOTES"):

                      DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.01    DEFINITIONS.

      "AFFILIATE" means any Person controlling, controlled by, or under common
control with the referenced Person. "CONTROL" for this definition means the
power to direct the management and policies of a Person, directly or indirectly,
whether through the ownership of voting securities, by contract, or otherwise.
The terms "controlling" and "controlled" have meanings correlative to the
definition of "control."

      "BANKRUPTCY LAW" means Title 11 of the U.S. Code or any similar Federal or
state law for the relief of debtors.

      "BOARD" means the Board of Directors of the Person or any officer or
committee of the Board of Directors authorized to act for that Board of
Directors.

      "BUSINESS DAY" means a day that is not a Legal Holiday.

      "COMMON STOCK" means the common stock of the Company as such common stock
exists on the date of this Indenture.

      "COMPANY" means the party named in the preamble above until a successor
that duly assumes the obligations upon the Notes and under the Indenture
replaces that party and after that replacement means the successor.

      "CONGRESS" means Congress Financial Corporation, a Delaware corporation.

      "CONGRESS AGREEMENTS" means, collectively, the Loan and Security Agreement
by and between the Company and Congress dated September 26, 2002 and the loan
documents referenced therein, together with all amendments thereto.

      "CUSTODIAN" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

<PAGE>

       "DEBT" means, with respect to any Person, (a) any obligation of such
Person to pay the principal of, premium of, if any, interest on (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness, and any other liability, contingent or otherwise, of such Person
(i) for borrowed money (including instances where the recourse of the lender is
to the whole of the assets of such Person or to a portion thereof), (ii)
evidenced by a note, debenture or similar instrument (including a purchase money
obligation) including securities, (iii) for any letter of credit or performance
bond in favor of such Person, or (iv) for the payment of money relating to a
capitalized lease obligation; (b) any liability of others of the kind described
in the preceding clause (a), which the Person has guaranteed or which is
otherwise its legal liability; (c) any obligation of the type described in
clauses (a) and (b) secured by a lien to which the property or assets of such
Person are subject, whether or not the obligations secured thereby shall have
been assumed by or shall otherwise be such Person's legal liability; and (d) any
and all deferrals, renewals, extensions and refunding of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (a), (b) or (c).

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

      "DISTRIBUTION" in any Proceeding means any payment or distribution of
assets or securities of the Company of any kind or character from any source,
whether in cash, securities or other property made by the Company, custodian,
liquidating trustee or agent or any other person whether pursuant to a plan or
otherwise.

      "EVENT OF DEFAULT" shall be as defined in the Note.

      "EXCHANGE ACT" means the Notes Exchange Act of 1934, as amended.

      "HOLDER" means a Person in whose name a Note is registered.

      "INDENTURE" means this Indenture as amended from time to time, including
the terms of the Notes and any amendments.

      A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open. If a payment date is a Legal Holiday
at a place of payment, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

      "NOTES" means the executed 10% Senior Secured Promissory Notes due August
1, 2008 held by a Holder, in substantially the form attached as EXHIBIT A
hereto.

      "OFFICER" means the President, any Vice-President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

                                       2

<PAGE>

      "OFFICER'S CERTIFICATE" means a certificate signed the Chief Executive
Officer, President, Chief Financial Officer, Treasurer or a Vice-President of
the Company. See SECTIONS 12.03 and 12.04.

      "OPINION OF COUNSEL" means written opinion from legal counsel that is
acceptable to Trustee. See SECTIONS 12.03 and 12.04.

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

      "PRINCIPAL" means the principal of a Note plus the premium, if any, on a
Note which is due or overdue or is to become due at the relevant time.

      "PROCEEDING" means a liquidation, dissolution, bankruptcy, insolvency,
reorganization, receivership, or similar proceeding under Bankruptcy Law, an
assignment for the benefit of creditors, any marshalling of assets or
liabilities, or winding up or dissolution, but does not include any transaction
permitted by, and made in compliance with, ARTICLE 5.

      "SEC" means the United States Notes and Exchange Commission.

      "SECURITIES PURCHASE AGREEMENT" means the agreement by and between the
Company and the Purchasers (as defined therein), dated the date hereof.

      "SENIOR DEBT" means debt of the Company whenever incurred, outstanding at
any time, which expressly states by its terms that it is senior in right of
payment to the Notes, including, but not limited to, the debt evidenced under
the Congress Agreements; PROVIDED, HOWEVER, that Debt held by the Company or any
Affiliate of the Company is not deemed to be Senior Debt.

      "SENIOR DEBT DEFAULT NOTICE" means any notice of a default (other than a
Senior Debt Payment Default) that permits the holders of any Senior Debt to
declare such Senior Debt due and payable.

      "SENIOR DEBT PAYMENT DEFAULT" means a default in the payment of any
principal of or interest on any Senior Debt.

       "TIA"   means   the   Trust    Indenture   Act   of   1939   (15 U.S.C.
ss.ss. 77aaa-77bbbb), as amended from time to time.

      "TRUSTEE" means the party named in the preamble above until a successor
replaces that party and after that replacement means the successor. See also
SECTION 11.02.

      "U.S. GOVERNMENT OBLIGATIONS" means securities that are direct,
noncallable, nonredeemable obligations of, or noncallable, nonredeemable
obligations guaranteed by, the United States for the timely payment of which
obligation or guarantee the full faith and credit of the United

                                       3

<PAGE>

States is pledged, or funds consisting solely of those securities, including
funds managed by Trustee or one of its Affiliates (including funds for which it
or its Affiliates receives fees in connection with such management).

SECTION 1.02    OTHER DEFINITIONS.

TERM                                                        DEFINED IN SECTION

"Notice".................................................................11.01
"Paying Agent"............................................................2.03
"Registrar"...............................................................2.03
"Total Debt"..............................................................5.01
"Total Debt Ratio"........................................................5.01

SECTION 1.03    RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

(a) a term defined in SECTION 1.01 or SECTION 1.02 has the meaning assigned to
it in those Sections;

(b) an accounting term not otherwise defined has the meaning assigned to that
term in accordance with generally accepted accounting principles in the United
States;

(c) the word "or" is not exclusive;

(d) a word in the singular includes the plural, and a word in the plural
includes the singular;

(e) provisions apply to successive events and transactions; and

(f) the word "including" means including without limitation.

                                   ARTICLE 2
                                 THE SECURITIES

SECTION 2.01    FORM AND DATING.

      The Notes will be substantially in the form attached hereto as Exhibit A,
the terms of which are incorporated by reference in, and expressly made a part
of, this Indenture. The Notes may have notations, legends, or endorsements
required by law, national stock exchange rule, automated quotation system, an
agreement to which the Company is subject, or usage. Each Note will be dated the
date of its issuance.

SECTION 2.02    EXECUTION.

(a) An authorized Officer will sign the Notes for the Company, by manual or
facsimile signature.

                                       4

<PAGE>

(b) If an Officer whose signature is on a Note no longer holds that office at
the time the Note is issued, the Note is still valid.

SECTION 2.03    AGENTS.

(a) The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange (the "REGISTRAR") and where Notes
may be presented for payment (the "PAYING AGENT"). The Registrar will keep a
register of the Notes and of their transfer and exchange.

(b) The Company may appoint more than one Registrar or Paying Agent. The Company
will notify Trustee of the name and address of any Registrar or Paying Agent not
a party to this Indenture. If the Company does not appoint another Registrar or
Paying Agent, the Company will act in that capacity.

SECTION 2.04    PAYING AGENT TO HOLD MONEY IN TRUST.

      On or prior to each due date of the Principal of or interest on any Note,
the Company will deposit with Paying Agent, or the Company or its Affiliate will
segregate and hold in a separate trust fund, a sum sufficient to pay that
Principal and interest. If the Company is not the Paying Agent, then the Company
will require each Paying Agent, other than Trustee, to agree in writing that
Paying Agent will hold in trust for the benefit of Holders all money held by
Paying Agent for the payment of the Principal of or interest on the Notes. The
Paying Agent will notify the Holders and Trustee of any Default by the Company
in making any such payment and will comply with ARTICLE 11. While any such
Default continues, the Company may require Paying Agent to pay all money held by
it to Trustee and to account for any funds disbursed by Paying Agent. Upon
complying with this SECTION 2.04, Paying Agent shall have no further liability
for the money delivered to Trustee. If the Company or any Affiliate of the
Company acts as Paying Agent, the Company or that Affiliate will segregate the
money held as Paying Agent and hold the money as a separate trust fund.

SECTION 2.05    HOLDER LISTS.

      The Registrar will preserve in as current a form as is reasonably
practicable the most recent list available to Registrar of the names and
addresses of Holders. The Company will furnish to Trustee, in writing at least
ten (10) Business Days before each interest payment date and at such other times
as Trustee may request, a list in such form and as of such date as Trustee may
reasonably require of the names and addresses of Holders.

SECTION 2.06    TRANSFER AND EXCHANGE

(a) The Notes will be issued in unregistered form and will be transferable only
upon surrender of a Note for registration of transfer and pursuant to the
transfer restrictions noted in the Note. When a Note is presented to the
Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Notes of other denominations in accordance with the
provisions of the Note, the Registrar will register the transfer or make the
exchange if the requirements for such transactions are met and the Note has not
been redeemed. The Company may charge a reasonable fee for any registration of
transfer or exchange.

                                       5

<PAGE>

(b) All notes issued upon any transfer or exchange pursuant to the terms of this
Indenture and the Notes will evidence the same debt and will be entitled to the
same benefits under this Indenture as the Notes surrendered upon such transfer
or exchange.

SECTION 2.07    OUTSTANDING NOTES.

(a) Notes "outstanding" at any time are all Notes, except for those cancelled by
Trustee or delivered to Trustee for cancellation pursuant to Section 2.09. A
Note does not cease to be outstanding because the Company or an Affiliate holds
the Note.

(b) A Note considered paid under SECTION 4.01 ceases to be outstanding and
interest on that Note ceases to accrue.

SECTION 2.08    TREASURY NOTES DISREGARDED FOR CERTAIN PURPOSES.

      In determining whether the Holders of the required Principal amount of
Notes have concurred in any direction, waiver, or consent, any Notes owned by
the Company or an Affiliate will be disregarded and deemed not to be
outstanding, except that, for the purposes of determining whether Trustee will
be protected in relying on any such direction, waiver, or consent, only Notes
which Trustee knows are owned by the Company or an Affiliate will be
disregarded. Notes owned by the Company or Affiliate that have been pledged in
good faith will not be disregarded if the pledgee establishes to the
satisfaction of Trustee the pledgee's right to deliver any direction, waiver, or
consent with respect to the Notes and that the pledgee is not the Company or any
other obligor upon the Notes or any Affiliate of the Company or of that other
obligor.

SECTION 2.09    CANCELLATION.

      The Company at any time may deliver Notes to Trustee for cancellation. The
Paying Agent will forward to Trustee any Notes surrendered to the Paying Agent
for payment. The Trustee will cancel all Notes surrendered for registration of
transfer, exchange, payment or cancellation and will dispose of canceled Notes
according to Trustee's standard procedures or as the Company otherwise directs.
The Company may not issue new Notes to replace Notes that (a) the Company has
paid or (b) have been delivered to Trustee for cancellation.

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01    NOTICE TO TRUSTEE.

(a) If Notes are to be redeemed or pre-paid (hereinafter individually and
collectively referred to as a "redemption"), the Company will notify Trustee of
the redemption date, the Principal amount of Note(s) to be redeemed and the
provision of the Notes permitting or requiring the redemption.

                                       6

<PAGE>

(b) The Company may reduce the Principal amount of Notes required to be redeemed
pursuant to the terms of the Notes if the Company notifies Trustee of the amount
of the credit and the basis for the reduction by delivery of an Officer's
Certificate. If the reduction is based on a credit for redeemed, converted, or
canceled Notes that the Company has not previously delivered to Trustee for
cancellation, the Company will deliver such Notes to Trustee before the
selection of Notes to be redeemed.

(c) The Company will give each notice provided for in this ARTICLE 3 at least
forty-five (45) days but not more than sixty (60) days before the redemption
date, unless a shorter period is permitted in the Notes or a shorter period is
satisfactory to Trustee.

SECTION 3.02    SELECTION OF NOTES TO BE REDEEMED.

      If less than all the Notes are to be redeemed, Trustee will select the
Notes to be redeemed by a method that complies with the requirements, if any, of
the Notes and that Trustee considers fair and appropriate, which may include
selection pro rata or by lot. The Trustee will make the selection from the
applicable Notes outstanding not previously called for redemption. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.

SECTION 3.03    NOTICE OF REDEMPTION.

      The Company will send the notice of redemption to each Holder whose Notes
are to be redeemed as required by the Notes.

SECTION 3.04    EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed, Notes called for redemption become
due and payable on the redemption date at the redemption price. Upon surrender
to the Paying Agent, those called Notes will be paid at the redemption price
stated in the notice in accordance with the terms of the Notes. Failure to give
notice or any defect in the notice to any Holder will not affect the validity of
the notice to any other Holder.

SECTION 3.05    DEPOSIT OF REDEMPTION PRICE.

      On or before the redemption date, the Company will deposit with the Paying
Agent (or, if the Company or any Affiliate is the Paying Agent, will segregate
and hold in trust) money sufficient to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

SECTION 3.06    SECURITIES REDEEMED IN PART.

      Upon surrender of a Note that is redeemed in part, the Company will
deliver to the Holder, at the Company's expense, a new Note equal in Principal
amount to the unredeemed portion of the redeemed Note.

                                       7

<PAGE>

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01    PAYMENT OF NOTES.

(a) The Company will pay the Principal of, and interest on, the Notes on the
dates and in the manner provided in the Note and this Indenture. Principal and
interest will be considered paid on the date due if the Paying Agent holds in
accordance with this Indenture on that date money sufficient to pay all
Principal and interest then due and (i) if the Paying Agent is the Company or
its Affiliate, the Company or its Affiliate pays the amounts due on that date,
or (ii) if the Paying Agent is not the Company or its Affiliate, the Paying
Agent is not prohibited from paying such money to the Holders on such date
pursuant to the terms of this Indenture.

(b) The Company will pay interest on overdue Principal and interest in
accordance with the terms of, and at the rate prescribed in, the Notes.

SECTION 4.02    SEC REPORTS.

      From the date hereof until such time as all Notes have been paid in full,
the Company will provide Trustee with copies of the annual reports and of the
information, documents and other reports which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company
will also cause copies of any quarterly and annual reports which it makes
available to the Company's stockholders to be mailed to the Holders. Delivery of
those reports, information, documents, and other reports to Trustee is for
informational purposes only and Trustee's receipt of those reports will not
constitute notice or constructive notice of any information contained in those
reports or determinable from information contained in those reports, including
the Company's compliance with any of covenants under this Indenture (as to which
Trustee is entitled to rely exclusively on Officer's Certificates).

SECTION 4.03    COMPLIANCE CERTIFICATE.

      The Company will deliver to Trustee, within one hundred five (105) days
after the end of each fiscal year of the Company, a brief certificate signed by
the chief executive officer, chief financial officer or principal accounting
officer of the Company, as to the signer's knowledge, of the Company's
compliance with all conditions and covenants contained in this Indenture and the
Note (determined without regard to any period of grace or requirement of notice
provided in this Indenture).

SECTION 4.04    NOTICE OF CERTAIN EVENTS.

      The Company shall give prompt written notice to Trustee, each Holder and
any Paying Agent of (a) any Proceeding, (b) any Default or Event of Default, (c)
any cure or waiver of any Default or Event of Default, (d) any Senior Debt
Payment Default or Senior Debt Default Notice, and (e) if and when any of the
Notes are listed on any national stock exchange.

                                       8

<PAGE>

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01    WHEN COMPANY MAY MERGE, ETC.

(a) Without the consent in writing of the Holders of a majority of the principal
amount of the Notes, the Company will not consolidate or merge with or into, or
transfer all or substantially all of its assets to, or acquire all or
substantially all of the assets of, any Person, unless:

                        (i)     either:

                                (A)     the Company will be the resulting or
                        surviving entity or

                                (B)     that Person (1) is a corporation
                        organized and existing under the laws of the United
                        States, a State of the United States or the District
                        of Columbia and (2) assumes by supplemental indenture
                        all the obligations of the Company under the Notes
                        and this Indenture; and

                        (ii)    the ratio of Total Debt divided by EBITDA (the
                "TOTAL DEBT RATIO") is equal to or less than 3.0; and

                        (iii)   immediately before and immediately after the
                transaction no Default exists; and

                        (iv)    Richard E. Gathright remains as Chief Executive
                Officer of the Company; and

                        (v)     prior to the proposed transaction, the Company
                delivers to Trustee an Officer's Certificate and an Opinion of
                Counsel, each of which will state that such consolidation,
                merger, or transfer and the supplemental indenture comply with
                this ARTICLE 5 and that the Company has complied with all
                conditions precedent in this Indenture and relating to this
                transaction.

(b) As used in this SECTION 5.01, "TOTAL DEBT" means all Debt of the Company,
including all subordinated debt; PROVIDED, HOWEVER, that Senior Debt, accounts
payable and accrued liabilities incurred in the ordinary course of business
shall not be included in such calculation.

(c) As used in this SECTION 5.01, "EBITDA" means earnings before interest,
taxes, depreciation and amortization calculated on an annualized basis based on
the 12 calendar months preceding the month in which such transaction occurs.

SECTION 5.02    SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation, merger, or any transfer of all or substantially
all of the assets of the Company in accordance with SECTION 5.01, the successor
corporation formed by that consolidation or

                                       9

<PAGE>

into which the Company is merged or to which such transfer is made, will succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture and the Notes with the same effect as if that
successor had been named as the Company in this Indenture and in the Notes.
After that succession, the obligations of the Company under the Notes and this
Indenture will terminate, except for, in the case of a transfer, the obligation
to pay the Principal of, and interest on, the Notes.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01    ACCELERATION.

      Principal and interest on a Note will be due and payable immediately
pursuant to the terms of the Note and SECTION 6.06 below upon the occurrence and
continuation of an Event of Default.

SECTION 6.02    OTHER REMEDIES.

(a) If an Event of Default occurs and is continuing, Trustee may pursue any
available remedy to collect the payment of Principal or interest on the Note or
to enforce the performance of any provision of the Notes, this Indenture or the
Security Agreement.

(b) The Trustee may maintain a proceeding under (a) above even if the Trustee
does not possess any of the Notes or does not produce any of them in the
Proceeding. A delay or omission by Trustee or any Holder in exercising any right
or remedy accruing upon an Event of Default will not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.03    CONTROL BY MAJORITY.

      The Holders of a majority in Principal amount of the Notes may direct the
time, method, and place of conducting any Proceeding for any remedy available to
Trustee or exercising any trust or power conferred on Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of other Holders, or would
involve Trustee in personal liability or expense for which Trustee has not
received a satisfactory indemnity.

SECTION 6.04    LIMITATION ON SUITS.

(a) A Holder may pursue a remedy with respect to this Indenture or the Holder's
Note only if:

                        (i)     Trustee receives notice of an Event of Default;

                        (ii)    the Holders of at least twenty-five percent
                (25%), in Principal amount of the Notes make a written request
                to Trustee to pursue the remedy;

                                       10

<PAGE>

                        (iii)   Trustee either (A) gives to such Holders notice
                it will not comply with the request, or (B) does not comply
                with the request within fifteen (15) days after receipt of the
                request; and

                        (iv)    the Holders of a majority in Principal amount
                of the Notes do not give Trustee a direction inconsistent with
                the request prior to the earlier of the date, if ever, on which
                Trustee delivers a notice under SECTION 6.04(A)(III)(A) or the
                expiration of the period described in SECTION 6.04(A)(III)(B).

(b) A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.05    RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

(a) Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of Principal and interest on the Note, on or
after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, will not be
impaired or affected without the consent of the Holder.

(b) Nothing in this Indenture limits or defers the right or ability of any
Holder to petition for commencement of a case under applicable Bankruptcy Law,
to the extent consistent with that Bankruptcy Law.

SECTION 6.06    PRIORITIES.

(a) After an Event of Default, any money or other property distributable in
respect of the Company's obligations under this Indenture will be paid in the
following order:

                        (i)     first,  to Trustee  (including  any
                predecessor  Trustee)  for amounts due under SECTION 8.06;

                        (ii)    second,  to  holders  of  Senior  Debt  to the
                extent required by ARTICLE 11;

                        (iii)   third, to Holders for amounts due and unpaid on
                the Notes for Principal and interest, ratably, without
                preference or priority of any kind, according to the amounts
                due and payable on the Notes for Principal and interest,
                respectively; and

                        (iv)    fourth, to the Company.

(b) The Trustee may fix a record date and payment date for any payment to
Holders.

SECTION 6.07    UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or the Notes or in any suit against Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the

                                       11

<PAGE>

court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section will not apply to a suit by Trustee, a suit by a Holder pursuant to
SECTION 6.05, or a suit by Holders of more than ten percent (10%) in Principal
amount of the Notes.

SECTION 6.08    PROOF OF CLAIM.

      In the event of any Proceeding, Trustee may file a claim for the unpaid
balance of the Notes in the form required in the Proceeding and cause the claim
to be approved or allowed. Nothing contained in this Indenture will be deemed to
authorize Trustee to authorize or consent to, or accept or adopt on behalf of,
any Holder any plan of reorganization, arrangement, adjustment, or composition
affecting the Notes or the rights of any Holder, or to authorize Trustee to vote
in respect of the claim of any Holder in any Proceeding.

SECTION 6.09    ACTIONS OF A HOLDER.

      For the purpose of providing any consent, waiver or instruction to the
Company or Trustee, a "Holder" shall include a Person who provides to the
Company or Trustee, as the case may be, an affidavit of beneficial ownership of
a Note together with a satisfactory indemnity against any loss, liability, or
expense to that party, to the extent that such party acts upon such affidavit of
beneficial ownership, including any consent, waiver or instructions given by a
Person providing such affidavit and indemnity.

                                    ARTICLE 7
                               OTHER DISTRIBUTIONS

SECTION 7.01    PRIORITIES.

(a) Upon a full or partial sale of Collateral pursuant to the terms of the
Security Agreement, Trustee will hold the proceeds thereof in a separate account
for the benefit of Holders in kind, and any money or other property
distributable in respect of the Company's obligations under this Indenture will
be paid in the following order:

                        (i)     first, to Trustee (including any predecessor
                Trustee)  for amounts due under SECTION 8.06;

                        (ii)    second, to holders of Senior Debt to the
                extent required by ARTICLE 11;

                        (iii)   third, to Holders for amounts due and unpaid on
                the Notes for Principal and interest, ratably, without
                preference or priority of any kind, according to the amounts due
                and payable on the Notes for Principal and interest,
                respectively; and

                        (iv)    fourth, to the Company.

                                       12

<PAGE>

(b) Any money or other property distributable arising out of foreclosure
proceedings brought against the Company and distributable in respect of the
Company's obligations under this Indenture will be paid in the order noted in
SECTION 7.01(A) above.

(c) The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this ARTICLE 7.

                                    ARTICLE 8
                                     TRUSTEE

SECTION 8.01    DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, Trustee will exercise
those rights and powers vested in it by the Indenture, the Notes and the
Security Agreement, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of its own affairs, including the exercise of the remedies set forth in this
Indenture and the Note.

(b) Except during the continuance of an Event of Default:

                        (i)     The Trustee need perform only those duties that
                are specifically set forth in this Indenture, the Notes and
                the Security Agreement.

                        (ii)    In the absence of bad faith on its part, Trustee
                may conclusively rely upon certificates or opinions furnished
                to Trustee and conforming to the requirements of this Indenture,
                as to the truth of the statements and the correctness of the
                opinions expressed in those certificates and opinions. However,
                Trustee will examine the certificates and opinions to determine
                whether or not the certificates and opinions conform to the
                requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:

                        (i)     This paragraph does not limit the effect of
                SECTION 8.01(B).

                        (ii)    Trustee will not be liable for any error of
                judgment made in good faith by a Trustee or by any agent,
                employee or affiliate of Trustee, unless a court of competent
                jurisdiction finds that Trustee was negligent in ascertaining
                the pertinent facts.

                        (iii)   Trustee will not be liable with respect to any
                action Trustee takes or omits to take in good faith in
                accordance with a direction received by Trustee pursuant to
                SECTION 6.03.

                                       13

<PAGE>

                        (iv)    Trustee may refuse to perform any duty or
                exercise any right or power which would require Trustee to
                expend its own funds or risk any liability if Trustee reasonably
                believes that repayment of such funds or adequate indemnity
                against that risk is not reasonably assured to Trustee.

(d) Every provision of this Indenture that in any way relates to Trustee is
subject to SECTION 8.01(a), (b) and (c).

(e) The Trustee will not be liable for interest on any money received by
Trustee, except as Trustee may agree with the Company. The Trustee is not
required to segregate money in trust from other funds, except to the extent
required by this Indenture or as may be otherwise required by law.

SECTION 8.02    RIGHTS OF TRUSTEE.

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

(b) Before Trustee acts or refrains from acting, Trustee may require an
Officer's Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officer's Certificate or an Opinion of Counsel. The Trustee may also consult
with counsel on any matter relating to this Indenture or the Notes. The Trustee
shall not be liable for any action Trustee takes or omits to take in good faith
in reliance on the advice of counsel.

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

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

(e) Trustee will only be charged with knowledge of agents, officers, employees
or other affiliates of Trustee.

SECTION 8.03    INDIVIDUAL RIGHTS OF TRUSTEE; DISQUALIFICATION.

      Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or an Affiliate with
the same rights Trustee would have if it were not Trustee.

SECTION 8.04    TRUSTEE'S DISCLAIMER.

      Trustee will have no responsibility for the validity or adequacy of this
Indenture, the Security Agreement or the Notes. The Trustee will not be
accountable for the Company's use of the proceeds from the Notes. The Trustee
will not be responsible for the accuracy or completeness of any statement of
fact in the Security Agreement or the Notes.

                                       14

<PAGE>

SECTION 8.05    NOTICE OF DEFAULTS.

      If a continuing Default is known to Trustee, Trustee will mail to the
Holders a notice of the Default no later than thirty (30) days after it is aware
of such Default. Except in the case of a Default in payment on any Note, Trustee
may withhold the notice if and so long as Trustee in good faith determines that
withholding the notice is in the interests of the Holders. Trustee shall mail to
Holders any notice it receives from the Holder(s) under SECTION 6.04, and of any
notice Trustee provides pursuant to SECTION 6.04(C)(I).

SECTION 8.06    COMPENSATION AND INDEMNITY.

(a) The Company will pay to Trustee from time to time reasonable compensation
for Trustee's services. The Trustee's compensation will not be limited by any
law on compensation of a trustee of an express trust. The Company will reimburse
Trustee upon request for all reasonable out-of-pocket expenses incurred by
Trustee. Those expenses will include the reasonable compensation and
out-of-pocket expenses of Trustee's agents and counsel.

(b) The Company will indemnify Trustee against any loss, liability or expense
incurred by Trustee. The Trustee will notify the Company promptly of any claim
for which Trustee may seek indemnity. The Company shall defend the claim and
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company will pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without the Company's consent,
which consent shall not unreasonably be withheld.

(c) The Company need not reimburse any expense or indemnify against any loss or
liability incurred by Trustee through gross negligence, willful misconduct, or
bad faith.

(d) To secure the Company's payment obligations in this SECTION 8.06, Trustee
will have a lien prior to the Notes on all money or property held or collected
by Trustee, except that money held in trust to pay Principal and interest on
particular Notes.

(e) Without prejudice to its rights under this Indenture, when Trustee incurs
expenses or renders services after an Event of Default relating to the
following, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law when:

                        (i)     the Company pursuant to, or within the meaning
                of, any Bankruptcy Law:

                                (A)     commences a voluntary case;

                                (B)     consents to the entry of an order for
                relief against the Company in an involuntary case;

                                (C)     consents to the appointment of a
                Custodian of the Company or for all or substantially all of the
                Company's property; or

                                       15

<PAGE>

                                (D)     makes a general assignment for the
                benefit of the Company's creditors; or

                        (ii)    a court of competent jurisdiction enters
                an order or decree under any Bankruptcy Law that:

                                (A)     is for relief against the Company in an
                involuntary case,

                                (B)     appoints a Custodian of the Company or
                for all or substantially all of the Company's property, or

                                (C)     orders the liquidation of the Company,
                and the order or decree remains unstayed and in effect for
                sixty (60) days.

SECTION 8.07    REPLACEMENT OF TRUSTEE.

(a) A resignation or removal of Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee's acceptance of
appointment as provided in this SECTION 8.07.

(b) The Trustee may resign by notifying the Company. The Holders of a majority
in Principal amount of the Notes may remove Trustee by notifying Trustee and the
Company. The Company may remove Trustee if:

                        (i)     Trustee fails to comply with SECTION 8.08;

                        (ii)    Trustee is adjudged bankrupt or insolvent;

                        (iii)   a receiver or public  officer  takes charge of
                Trustee or its property; or

                        (iv)    Trustee becomes incapable of acting.

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

(d) If a successor Trustee is not appointed and does not take office within
thirty (30) days after the retiring Trustee resigns or is removed, the retiring
Trustee may appoint a successor Trustee at any time prior to the date on which a
successor Trustee takes office. If a successor Trustee does not take office
within forty-five (45) days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or, subject to SECTION 6.07, any Holder may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(e) If Trustee fails to comply with SECTION 8.08, any Holder may petition any
court of competent jurisdiction for the removal of Trustee and the appointment
of a successor Trustee. Within one (1) year after a successor Trustee appointed
by the Company or a court pursuant to this SECTION 8.07

                                       16

<PAGE>

takes office, the Holders of a majority in Principal amount of the Notes may
appoint a successor Trustee to replace such successor Trustee.

(f) A successor Trustee will deliver a written acceptance of the appointment to
the retiring Trustee and to the Company. Upon receipt of the acceptance by the
Company, the resignation or removal of the retiring Trustee will become
effective, and the successor Trustee will have all the rights, powers, and
duties of Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to the Holders. The retiring Trustee will promptly
transfer all property held by that retiring Trustee as Trustee to the successor
Trustee, subject to the lien provided for in SECTION 8.06.

SECTION 8.08    SUCCESSOR TRUSTEE BY MERGER, ETC.

      If Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.

                                   ARTICLE 9
                           SATISFACTION AND DISCHARGE

SECTION 9.01    SATISFACTION AND DISCHARGE OF INDENTURE.

(a) This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of Notes
expressly provided for herein), and Trustee, on demand of and at expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                        (i)     Either

                                (A)     all Notes theretofore delivered (other

                        than Notes for whose payment money has theretofore been
                        deposited in trust or segregated and held in trust by
                        the Company and thereafter repaid to the Company or
                        discharged from such trust, as provided in SECTION 9.04)
                        have been delivered to Trustee for cancellation; or

                                (B)     all such Notes not theretofore delivered
                        to Trustee for cancellation (i) have become due and
                        payable, (ii) will become due and payable at their
                        stated maturity within one (1) year, or (iii) are to be
                        called for redemption within one (1) year under
                        arrangements satisfactory to Trustee for the giving of
                        notice of redemption by Trustee in the name, and at the
                        expense, of the Company, and the Company has deposited
                        or caused to be deposited with Trustee in trust an
                        amount of money or U.S. Government Obligations
                        sufficient to pay and discharge the entire indebtedness
                        on such Notes not theretofore delivered to Trustee for
                        cancellation, for Principal and interest to

                                       17

<PAGE>

                        the date of such deposit (in the case of Notes which
                        have become due and payable) or to the stated maturity
                        or redemption date, as the case may be;

                        (ii)    the  Company  has paid or  caused to be paid all
                other sums payable hereunder by the Company; and

                        (iii)   the Company has delivered to Trustee an
                Officer's Certificate and an Opinion of Counsel, each stating
                that all conditions precedent herein relating to the
                satisfaction and discharge of this Indenture have been complied
                with.

(b) Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Holders under SECTION 4.01, to Trustee under
SECTION 8.06, and, if money or U.S. Government Obligations shall have been
deposited with Trustee pursuant to SECTION 9.01(A)(I)(B) of this Section, the
obligations of Trustee under SECTION 9.02 shall survive.

SECTION 9.02    APPLICATION OF TRUST FUNDS.

      The Trustee or Paying Agent shall hold in trust, for the benefit of the
Holders, all money and U.S. Government Obligations deposited with it (or into
which such money and U.S. Government Obligations are reinvested) pursuant to
SECTION 9.01. It shall apply such deposited money and money from U.S. Government
Obligations in accordance with this Indenture to the payment of the Principal
and interest on the Notes. Money and U.S. Government Obligations so held in
trust (a) are not subject to ARTICLE 11 and (b) are subject to Trustee's rights
under SECTION 8.06.

SECTION 9.03    REINSTATEMENT.

(a) If Trustee or Paying Agent is unable to apply any money or U.S. Obligations
in accordance with SECTION 9.01 by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
will be revived and restated as though no deposit had occurred pursuant to this
ARTICLE 9, until such time as Trustee or Paying Agent is permitted to apply all
such money or U.S. Government Obligations in accordance with SECTION 9.01;
PROVIDED, HOWEVER, that if the Company makes any payment of Principal of, or
interest on, any Note following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such Notes to receive
such payment from the money or U.S. Government Obligations held by Trustee or
Paying Agent after payment in full to the Holders.

SECTION 9.04    REPAYMENT TO COMPANY.

(a) The Trustee and Paying Agent shall promptly turn over to the Company upon
request any excess money or U.S. Government Obligations held by them at any
time. All money or U.S. Government Obligations deposited with Trustee pursuant
to SECTION 9.01 (and held by it or a Paying Agent) for the payment of Notes
subsequently redeemed or cancelled will be returned to the Company upon request.

                                       18

<PAGE>

(b) The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for payment of Principal or interest that remains unclaimed
for two (2) years after the right to such money has matured. After payment to
the Company, Holders entitled to the money shall look to the Company for payment
as unsecured general creditors unless an abandoned property law designates
another Person.

                                   ARTICLE 10
                                   AMENDMENTS

SECTION 10.01   WITHOUT CONSENT OF HOLDERS.

      The Company and Trustee may amend this Indenture or the Notes without the
consent of any Holder:

(a) to cure any ambiguity, defect or inconsistency;

(b) to comply with SECTION 4.01; or

(c) to make any change that does not adversely affect the rights of any Holder.

SECTION 10.02   WITH CONSENT OF HOLDERS.

(a) The Company and Trustee may amend this Indenture or the Notes with the
written consent of the Holders of at least a majority in Principal amount of the
Notes. However, without the consent of each Holder affected, an amendment under
this Section may not:

                        (i)     reduce the amount of Notes whose Holders must
                consent to an amendment;

                        (ii)    reduce the  interest on or change the time for
                payment of interest on any Note;

                        (iii)   reduce the  Principal of or change the fixed
                maturity of any Note;

                        (iv)    reduce the premium  payable upon the redemption
                of any Note or change the time at which any Note may or will be
                redeemed;

                        (v)     make any Note  payable in money other than that
                stated in the Note;

                        (vi)    make any change in SECTION 6.05 or this
                SECTION 10.02 (second sentence); or

                        (vii)   make any change in ARTICLE 11 that adversely
                affects the rights of any Holder.

                                       19

<PAGE>

(b) The consent of the Holders under this Section will not be necessary to
approve the particular form of any proposed amendment, but will be sufficient if
that consent approves the substance of that amendment.

(c) An amendment under this SECTION 10.02 may not make any change that adversely
affects the rights under ARTICLE 11 of any Senior Debt unless the holder(s)
thereof consent(s) to the change.

SECTION 10.03   COMPLIANCE WITH TRUST INDENTURE ACT AND SECTION 12.03.

      Every amendment to this Indenture or the Notes shall comply with the TIA
as then in effect, so long as the Indenture and Notes are subject to the TIA.
The Trustee is entitled to, and the Company will provide, an Opinion of Counsel
and Officer's Certificate pursuant to SECTION 12.03 that Trustee's execution of
any amendment or supplemental indenture is permitted under this ARTICLE 10.

SECTION 10.04   REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

(a) A consent to an amendment or a waiver by a Holder of a Note will bind the
Holder and every subsequent Holder of that Note or portion of the Note that
evidences the same debt as the consenting Holder's Note, even if a notation of
the consent or waiver is not made on the Note.

(b) The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, will be entitled to give
such consent or to revoke any consent previously given or take any such action,
whether or not such Persons continue to be Holders after such record date. No
consent will be valid or effective for more than one hundred twenty (120) days
after the record date.

SECTION 10.05   NOTICE OF AMENDMENT; NOTATION ON OR EXCHANGE OF NOTES.

(a) After any amendment under this ARTICLE 10 becomes effective, the Company
will mail to the Holders a notice briefly describing that amendment. The failure
to give notice to all Holders, or any defect in that notice, will not impair or
affect the validity of an amendment under this ARTICLE 10.

(b) The Company or Trustee may place an appropriate notation about an amendment
or waiver on any Note issued after the date of that amendment or waiver. The
Company may issue in exchange for affected Notes new Notes that reflect the
amendment or waiver.

SECTION 10.06   TRUSTEE PROTECTED.

      The Trustee need not sign any supplemental indenture that adversely
affects that Trustee's rights.

                                       20

<PAGE>

                                   ARTICLE 11
                                  SUBORDINATION

SECTION 11.01   NOTES SUBORDINATED TO SENIOR DEBT.

      Except for the rights of Holders to the Collateral described in the
Security Agreement, which is a first priority security interest in such
Collateral, the rights of Holders to payment of the Principal of and interest on
the Notes is subordinated to the rights of holders of Senior Debt, to the extent
and in the manner provided in this ARTICLE 11 and the Notes.

SECTION 11.02   NOTES SUBORDINATED IN ANY PROCEEDING.

      In the event that any Distribution in any Proceeding is received by
Trustee before all Senior Debt is paid in full, such Distribution will be
applied by Trustee in accordance with this ARTICLE 11. As used in this ARTICLE
11, "Trustee" includes any Paying Agent.

SECTION 11.03   NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES.

(a) The Company shall not, directly or indirectly (other than in capital stock
of the Company) pay any Principal of or interest on, redeem, defease or
repurchase the Notes except as provided in the Notes.

(b) If any Distribution, payment or deposit to redeem, defease or acquire any of
the Notes shall have been received by Trustee or Paying Agent at a time when
such Distribution was prohibited by the provisions of SECTION 11.03(A), then,
unless such Distribution is no longer prohibited by SECTION 11.03(A), such
Distribution will be received and applied by Trustee or Paying Agent for the
benefit of the holders of Senior Debt, and will be paid or delivered by Trustee
or Paying Agent to the holders of Senior Debt for application to the payment of
all Senior Debt, pursuant to the terms of the Notes and (i) the Congress
Agreements, in the case of Congress, and (ii) the applicable Senior Debt
Agreement(s), in the case of other holders of Senior Debt.

SECTION 11.04   OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

      Nothing in this Indenture is intended to or shall impair, as between the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the Principal of and interest on the Notes
as and when the same will become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders and
creditors of the Company, other than the holders of Senior Debt. If the Company
fails because of this ARTICLE 11 to pay principal of or interest on a Note on
the due date, the failure is still a Default. Upon any Distribution, Trustee and
the Holders will be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which the Proceeding is pending, or a certificate
of the liquidating trustee or agent or other Person making any Distribution for
the purpose of ascertaining the Persons entitled to participate in such
Distribution, the holders of Senior Debt and other Debt of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this ARTICLE 11.

                                       21

<PAGE>

SECTION 11.05   TRUSTEE AND PAYING AGENTS ENTITLED TO ASSUME PAYMENTS NOT
                PROHIBITED IN ABSENCE OF NOTICE.

      The Trustee or Paying Agent shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by Trustee or Paying Agent, unless and until Trustee or Paying
Agent shall have received, no later than three (3) Business Day(s) prior to such
payment, written notice thereof from the Company or from one or more holders of
Senior Debt (or shall have expressly declared in writing actual knowledge of
such fact) and, prior to the receipt of any such written notice (or the
existence of such declaration), Trustee or Paying Agent will be entitled in all
respects conclusively to presume that no such fact exists. Unless Trustee or
Paying Agent shall have received the notice provided for in the preceding
sentence or shall have expressly declared in writing actual knowledge of such
fact, Trustee or Paying Agent shall have full power and authority to receive
such payment and to apply the same to the purpose for which it was received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such date. The foregoing shall not apply to the Company or any of
its Affiliates acting as Paying Agent.

SECTION 11.06   SATISFACTION AND DISCHARGE.

      Amounts deposited in trust with Trustee pursuant to and in accordance with
ARTICLE 9 and not prohibited to be deposited under SECTION 11.03(A) when
deposited shall not be subject to this ARTICLE 11.

SECTION 11.07   SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
                COMPANY OR HOLDERS OF SENIOR DEBT.

      No right of any holder of any Senior Debt established in this Article 11
shall at any time or in any way be prejudiced or impaired by any act or failure
to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any failure by the Company to comply with the
terms of this Indenture.

SECTION 11.08   NO FIDUCIARY DUTY OF TRUSTEE OR HOLDERS TO HOLDERS OF SENIOR
                DEBT.

      Neither Trustee nor the Holders owes any fiduciary duty to the holders of
Senior Debt. Neither Trustee nor the Holders will be liable to any holder of
Senior Debt in the event that Trustee, acting in good faith, shall pay over or
distribute to the Holders, the Company, or any other Person, any property to
which any holders of Senior Debt are entitled by virtue of this ARTICLE 11 or
otherwise. Nothing contained in this SECTION 11.08 shall affect the obligation
of any other such Person to hold such payment for the benefit of, and to pay
such payment over to, the holders of Senior Debt.

                                       22

<PAGE>

SECTION 11.09   TRUSTEE'S RIGHTS TO COMPENSATION, REIMBURSEMENT OF EXPENSES AND
                INDEMNIFICATION.

      The Trustee's rights to compensation, reimbursement of expenses and
indemnification under Sections 6.06 and 8.06 are not subordinated.

SECTION 11.10   EXCEPTION FOR CERTAIN DISTRIBUTIONS.

      The rights of holders of Senior Debt under this ARTICLE 11 do not extend
(a) to any Distribution to the extent applied to Trustee's rights to
compensation, reimbursement of expenses or indemnification or (b) to
Distributions under any plan approved by the court in any Proceeding.

                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01   NOTICES.

(a) Any Notice by one party to the other will be in writing and sent to the
other's address stated in Section 12.07. The Notice is duly given if it is
delivered in person or sent by a national courier service which provides next
Business Day delivery or by first-class mail.

(b) A party, by Notice to the other party, may designate additional or different
addresses for subsequent Notices.

(c) Any Notice sent to a Holder will be mailed by first-class letter mailed to
its address shown on the register kept by the Company. Failure to mail a Notice
to a Holder or any defect in a Notice mailed to a Holder shall not affect the
sufficiency of the Notice mailed to other Holders.

(d) If a Notice is delivered or mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

(e) If the Company mails a Notice to Holders, it shall deliver or mail a copy to
Trustee at the same time.

(f) As used in this ARTICLE 12, "NOTICE" includes any communication required by
this Indenture.

SECTION 12.02   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

      Holders may communicate with other Holders with respect to their rights
under this Indenture, the Note or the Securities Purchase Agreement.

SECTION 12.03   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company to Trustee to take any
action under this Indenture, the Company shall furnish to Trustee:

                                       23

<PAGE>

(a) an Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(b) an Opinion of Counsel staring that, in the opinion of such counsel, all such
conditions precedent have been complied with.

SECTION 12.04   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

(a) a statement that each Person making such certificate or opinion has read
such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(c) a statement that, in the opinion of such Person, the Person has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.

SECTION 12.05   RULES BY TRUSTEE.

      The Trustee may make reasonable rules for action by or a meeting of
Holders.

SECTION 12.06   NO RECOURSE AGAINST OTHERS.

      A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

SECTION 12.07   VARIABLE PROVISIONS.

(a) The Company will initially act as Paying Agent.

(b) The first certificate pursuant to SECTION 4.03 will be for the fiscal year
ending on June 30, 2004.

(d) The depositary institution into which Trustee or Paying Agent deposits any
funds held under this Indenture shall always have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee and Paying Agent will be deemed to be in compliance
with the capital and surplus requirement set forth in the preceding sentence if
the obligations of such depositary institution are guaranteed by a Person which
could otherwise qualify as such depositary institution hereunder.

                                       24

<PAGE>

           The Company's address is:
                Streicher Mobile Fueling, Inc.
                800 W. Cypress Creek Rd.
                Suite 580
                Fort Lauderdale, Florida 33309
                Facsimile No.:  (954) 308-4210
                Attention:  Richard E. Gathright

           The Trustee's address is:
                The Bank of Cherry Creek
                A Branch of Western National Bank
                3033 East 1st Avenue
                Denver, CO  80206
                Facsimile No.:  303-394-5320
                Attention: Philip Munishor


SECTION 12.08   GOVERNING LAW.

      The laws of the State of Florida shall govern this Indenture, without
regard to the conflicts of laws of that state.

SECTION 12.09   COUNTERPARTS; FACSIMILE.

      This Indenture may be executed in two or more counterparts, each of which
shall be deemed to be an original but all of which taken together shall
constitute one agreement. Signatures to this Indenture may be transmitted by
facsimile and such transmission shall be deemed to be an original.

                            [SIGNATURE PAGE FOLLOWS]

                                       25

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be executed
by their respective duly authorized officers or persons as of the date first set
forth above.


                                    STREICHER MOBILE FUELING, INC.


                                    By: /S/RICHARD E. GATHRIGHT
                                        --------------------------------------
                                        Richard E. Gathright, President and
                                        Chief Executive Officer

Attest:

/S/LOUISE P. LUNGARO
---------------------------------
Assistant Secretary




                                    THE BANK OF CHERRY CREEK, A BRANCH OF
                                    WESTERN NATIONAL BANK
                                    as Trustee


                                    By: /S/KENNETH B. BUCKIUS
                                        --------------------------------------
                                        Kenneth B. Buckius
                                        Senior Vice President


                                    By: /S/PHILIP MUNISHOR
                                        --------------------------------------
                                        Philip Munishor
                                        Senior Trust Officer

Attest:

/S/LEIGH LUTZ
---------------------------------

                                       26

<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE

                              (Please see Attached)