<PAGE>

                                                                    EXHIBIT 4.01

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

            PHARMA SERVICES INTERMEDIATE HOLDING CORP., as the Issuer


                                       and


                       WELLS FARGO BANK, N.A., as Trustee


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

                                    INDENTURE

                           Dated as of March 18, 2004
                     --------------------------------------


                     11 1/2% Senior Discount Notes Due 2014

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

<PAGE>

                         CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
  TIA                                                       Indenture
Section                                                      Section
-------                                                     ---------
<S>                                                         <C>
310  (a)(1)...........................................        7.10
     (a)(2)...........................................        7.10
     (a)(3)...........................................        N.A.
     (a)(4)...........................................        N.A.
     (a)(5)...........................................        N.A.
     (b)..............................................        7.08; 7.10; 12.02
     (b)(1)...........................................        7.10
     (c)..............................................        N.A.
311  (a)..............................................        7.11
     (b)..............................................        7.11
     (c)..............................................        N.A.
312  (a)..............................................        2.06
     (b)..............................................        12.03
     (c)..............................................        12.03
313  (a)..............................................        7.06
     (b)(1)...........................................        N.A.
     (b)(2)...........................................        7.06
     (c)..............................................        7.06; 12.02
     (d)..............................................        7.06
314  (a)..............................................        4.17
     (b)..............................................        N.A.
     (c)(1)...........................................        7.02; 12.04; 12.05
     (c)(2)...........................................        7.02; 12.04; 12.05
     (c)(3)...........................................        N.A.
     (d)..............................................        N.A.
     (e)..............................................        12.05
     (f)..............................................        N.A.
315  (a)..............................................        7.01(b)
     (b)..............................................        7.05
     (c)..............................................        7.01(a)
     (d)..............................................        7.01(c)
     (e)..............................................        6.12
316  (a) (last sentence)..............................        2.10
     (a)(1)(A)........................................        6.05
     (a)(1)(B)........................................        6.04
     (a)(2)...........................................        N.A.
     (b)..............................................        6.08
     (c)..............................................        8.04
317  (a)(1)...........................................        6.09
     (a)(2)...........................................        6.10
     (b)..............................................        2.05; 7.12
318  (a)..............................................        12.01
</TABLE>

--------------------------
N.A. means Not Applicable

Note:   This Cross-Reference Table shall not, for any purpose, be deemed to be a
        part of this Indenture

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions........................................................1
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.................38
SECTION 1.03.  Rules of Construction.............................................39

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.  Amount of Notes...................................................39
SECTION 2.02.  Form and Dating...................................................40
SECTION 2.03.  Execution and Authentication......................................41
SECTION 2.04.  Registrar and Paying Agent........................................41
SECTION 2.05.  Paying Agent To Hold Money in Trust...............................42
SECTION 2.06.  Holder Lists......................................................42
SECTION 2.07.  Transfer and Exchange.............................................42
SECTION 2.08.  Replacement Notes.................................................43
SECTION 2.09.  Outstanding Notes.................................................43
SECTION 2.10.  Treasury Notes....................................................44
SECTION 2.11.  Temporary Notes...................................................44
SECTION 2.12.  Cancellation......................................................44
SECTION 2.13.  Defaulted Interest................................................45
SECTION 2.14.  CUSIP Number......................................................45
SECTION 2.15.  Deposit of Moneys.................................................45
SECTION 2.16.  Book-Entry Provisions for Global Notes............................46
SECTION 2.17.  Special Transfer Provisions.......................................47
SECTION 2.18.  Computation of Interest...........................................50

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  Election To Redeem; Notices to Trustee............................50
SECTION 3.02.  Selection by Trustee of Notes To Be Redeemed......................51
SECTION 3.03.  Notice of Redemption..............................................51
SECTION 3.04.  Effect of Notice of Redemption....................................52
SECTION 3.05.  Deposit of Redemption Price.......................................52
SECTION 3.06.  Notes Redeemed in Part............................................53
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
SECTION 3.07.  Other Mandatory Redemption........................................53

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.  Payment of Notes..................................................53
SECTION 4.02.  Maintenance of Office or Agency...................................53
SECTION 4.03.  Legal Existence...................................................54
SECTION 4.04.  Maintenance of Properties; Insurance; Compliance
                with Law.........................................................54
SECTION 4.05.  Waiver of Stay, Extension or Usury Laws...........................55
SECTION 4.06.  Compliance Certificate............................................55
SECTION 4.07.  Payment of Taxes and Other Claims.................................56
SECTION 4.08.  Repurchase at the Option of Holders upon Change
                of Control.......................................................56
SECTION 4.09.  Limitation on Debt................................................58
SECTION 4.10.  Limitation on Restricted Payments.................................62
SECTION 4.11.  Limitation on Liens...............................................68
SECTION 4.12.  Limitation on Asset Sales.........................................68
SECTION 4.13.  Limitation on Restrictions on Distributions from
                 Restricted Subsidiaries.........................................72
SECTION 4.14.  Limitation on Transactions with Affiliates........................75
SECTION 4.15.  Designation of Restricted and Unrestricted
                Subsidiaries.....................................................77
SECTION 4.16.  Limitation on Business............................................79
SECTION 4.17.  Reports...........................................................79
SECTION 4.18.  Creation of Subsidiaries; Additional
                 Subsidiary Guarantees...........................................80
SECTION 4.19.  Covenant Suspension...............................................80

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation and Sale of Property........................81
SECTION 5.02.  Successor Person Substituted......................................83

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default.................................................83
SECTION 6.02.  Acceleration of Maturity; Rescission..............................85
SECTION 6.03.  Other Remedies....................................................86
SECTION 6.04.  Waiver of Past Defaults and Events of Default.....................86
SECTION 6.05.  Control by Majority...............................................87
SECTION 6.06.  Limitation on Suits...............................................87
</TABLE>

                                     -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
SECTION 6.07.  No Personal Liability of Directors, Officers,
                 Employees and Stockholders......................................88
SECTION 6.08.  Rights of Holders To Receive Payment..............................88
SECTION 6.09.  Collection Suit by Trustee........................................88
SECTION 6.10.  Trustee May File Proofs of Claim..................................88
SECTION 6.11.  Priorities........................................................89
SECTION 6.12.  Undertaking for Costs.............................................89

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.  Duties of Trustee.................................................90
SECTION 7.02.  Rights of Trustee.................................................91
SECTION 7.03.  Individual Rights of Trustee......................................92
SECTION 7.04.  Trustee's Disclaimer..............................................93
SECTION 7.05.  Notice of Defaults................................................93
SECTION 7.06.  Reports by Trustee to Holders.....................................93
SECTION 7.07.  Compensation and Indemnity........................................94
SECTION 7.08.  Replacement of Trustee............................................95
SECTION 7.09.  Successor Trustee by Consolidation, Merger, etc...................96
SECTION 7.10.  Eligibility; Disqualification.....................................96
SECTION 7.11.  Preferential Collection of Claims Against Issuer..................96
SECTION 7.12.  Paying Agents.....................................................96

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.  Without Consent of Holders........................................97
SECTION 8.02.  With Consent of Holders...........................................98
SECTION 8.03.  Compliance with Trust Indenture Act...............................99
SECTION 8.04.  Revocation and Effect of Consents.................................99
SECTION 8.05.  Notation on or Exchange of Notes.................................100
SECTION 8.06.  Trustee To Sign Amendments, etc..................................100

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.  Discharge of Liability on Notes; Defeasance......................100
SECTION 9.02.  Conditions to Defeasance.........................................102
SECTION 9.03.  Deposited Money and Government Obligations To
                 Be Held in Trust; Other Miscellaneous
                 Provisions.....................................................103
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
SECTION 9.04.  Reinstatement.................................................   104
SECTION 9.05.  Moneys Held by Paying Agent...................................   104
SECTION 9.06.  Moneys Held by Trustee........................................   104

                                   ARTICLE TEN

                          SUBSIDIARY GUARANTEE OF NOTES

SECTION 10.01. Subsidiary Guarantee..........................................   105
SECTION 10.02. Execution and Delivery of Subsidiary Guarantee................   106
SECTION 10.03. Release of Subsidiary Guarantors..............................   107
SECTION 10.04. Waiver of Subrogation.........................................   107
SECTION 10.05. Notice to Trustee.............................................   108

                                 ARTICLE ELEVEN

                                   [RESERVED]

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls..................................   109
SECTION 12.02. Notices.......................................................   109
SECTION 12.03. Communications by Holders with Other Holders..................   111
SECTION 12.04. Certificate and Opinion as to Conditions Precedent............   111
SECTION 12.05. Statements Required in Certificate and Opinion................   111
SECTION 12.06. Rules by Trustee and Agents...................................   112
SECTION 12.07. Legal Holidays................................................   112
SECTION 12.08. Governing Law.................................................   112
SECTION 12.09. No Adverse Interpretation of Other Agreements.................   112
SECTION 12.10. Successors....................................................   112
SECTION 12.11. Multiple Counterparts.........................................   112
SECTION 12.12. Table of Contents, Headings, etc..............................   113
SECTION 12.13. Separability..................................................   113

                                    EXHIBITS

Exhibit A.     Form of Note..................................................   A-1
Exhibit B.     Form of Legend for Rule 144A Notes and Other Notes
                 That Are Restricted Notes...................................   B-1
Exhibit C1     Form of Legend for Regulation S Note..........................  C1-1
Exhibit C2     Form of Legend for Temporary Regulation S Notes...............  C2-1
Exhibit D.     Form of Legend for Global Note................................   D-1
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                            <C>
Exhibit E1     Form of Certificate To Be Delivered in Connection
                 with Transfers Pursuant to Regulation S.......................E1-1
Exhibit E2     Form of Certificate To Be Delivered in Connection
                 with Transfers of Temporary Regulation S Note.................E2-1
Exhibit F.     Form of Guarantee................................................F-1
Exhibit G.     Form of Certificate from Acquiring Institutional
                 Accredited Investor............................................G-1
</TABLE>

                                      -v-

<PAGE>

            INDENTURE, dated as of March 18, 2004, between PHARMA SERVICES
INTERMEDIATE HOLDING CORP., a Delaware corporation, as issuer (the "Issuer"),
and WELLS FARGO BANK, N.A., a national banking association, as trustee (the
"Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

            "Accreted Value" means, as of any date prior to the Full Accretion
Date, an amount per $1,000 principal amount at maturity of Notes that is equal
to the sum of (a) the Issue Price per $1,000 principal amount at maturity of
such Notes and (b) the portion of the excess of the principal amount of such
Notes over such Issue Price which shall have been accreted through such date,
such amount to be so accreted on a daily basis and compounded semiannually on
each April 1 and October 1 at the rate of 11 1/2% per annum from the Issue Date
of the Notes through the date of determination computed on the basis of a
360-day year of twelve 30-day months, and as of any date on or after the Full
Accretion Date, the principal amount at maturity of such Notes.

            "Acquired Debt" means Debt of a Person existing at the time such
Person becomes a Restricted Subsidiary or merges or consolidates with or into
the Issuer or a Restricted Subsidiary, or assumed in connection with the
acquisition of assets from such Person and, in any case, such Debt was not
Incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary or such merger, consolidation or acquisition. Acquired
Debt shall be deemed to be Incurred on the date the acquired Person becomes a
Restricted Subsidiary or the date of such merger, consolidation or acquisition.

            "Acquisition Corp." means Pharma Services Acquisition Corp., a North
Carolina corporation.

            "Additional Assets" means:

            (a)   any Property (other than cash, Temporary Cash Investments and
      securities) to be owned by the Issuer or a Restricted Subsidiary and used
      in the business of the Issuer or a Restricted Subsidiary in a Related
      Business;

            (b)   Capital Stock of a Person that is or becomes a Restricted
      Subsidiary upon or as a result of the acquisition of such Capital Stock by
      the Issuer or another Restricted Subsidiary from any Person other than the
      Issuer or an Affiliate of the Issuer; provided,

<PAGE>

      however, that, in the case of this clause (b), such Restricted Subsidiary
      is primarily engaged in a Related Business; or

            (c)   (i) any Property (other than cash or Temporary Cash
      Investments) including securities to be owned by the Issuer or a
      Restricted Subsidiary and used in the business of the Issuer or a
      Restricted Subsidiary in a Related Business and (ii) any Capital Stock of
      a Person, in each case which constitutes or is acquired in connection with
      a Permitted PharmaBio Investment made in accordance with the other
      provisions of this Indenture.

            "Additional Interest" has the meaning set forth in Exhibit A.

            "Additional Notes" has the meaning set forth in Section 2.01.

            "Affiliate" of any specified Person means:

            (a)   any Person who is a director or officer of:

                  (1)   such specified Person,

                  (2)   any Subsidiary of such specified Person, or

                  (3)   any Person described in clause (b) below; or

            (b)   any other Person directly or indirectly controlling or
      controlled by or under direct or indirect common control with such
      specified Person.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. For purposes of Sections 4.12 and 4.14
and the definition of "Additional Assets" only, "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Issuer and any Person who
would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof. Notwithstanding the foregoing, so long as Verispan is not a
Subsidiary of the Issuer it shall not constitute an Affiliate of the Issuer.

            "Affiliate Transaction" has the meaning set forth in Section
4.14(a).

            "Agent" means any Registrar, Paying Agent, or agent for service or
notices and demands.

            "Allocable Excess Proceeds" has the meaning set forth in Section
4.12(d).

                                      -2-

<PAGE>

            "Alternate Offer" has the meaning set forth in Section 4.08(e).

            "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

            "Asian Subsidiary Equity Offering" means a sale of Capital Stock by
(i) any Subsidiary of the Issuer that is organized and operating primarily in
India, Japan or Korea or (ii) a Non-U.S. Subsidiary of the Issuer that is a
holding company and that has as its only asset equity interest of the Subsidiary
identified in clause (i).

            "Asset Sale" means any sale, transfer, issuance or other disposition
(or series of related sales, transfers, issuances or dispositions) by the Issuer
or any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of

            (a)   any shares of Capital Stock of a Restricted Subsidiary (other
      than directors' qualifying shares or shares required by applicable law to
      be held by a Person other than the Issuer or a Restricted Subsidiary),

            (b)   all or substantially all of the properties and assets of any
      division or line of business of the Issuer or any Restricted Subsidiary or

            (c)   any other assets of the Issuer or any Restricted Subsidiary
      outside of the ordinary course of business of the Issuer or such
      Restricted Subsidiary

other than, in the case of clause (a), (b) or (c) above,

            (1)   any disposition by the Issuer or a Restricted Subsidiary to
      the Issuer, a Restricted Subsidiary or any Person (if after giving effect
      to such transfer such other Person becomes a Restricted Subsidiary),

            (2)   any disposition that constitutes a Permitted Investment or
      Restricted Payment permitted by Section 4.10,

            (3)   any disposition effected in compliance with Section 5.01,

            (4)   any sale or other disposition of cash or Temporary Cash
      Investments in the ordinary course of business,

                                      -3-

<PAGE>

            (5)   any disposition of obsolete, worn out or permanently retired
      equipment or facilities or other property that is no longer used or useful
      in the ordinary course of the business of the Issuer or any Restricted
      Subsidiary,

            (6)   for purposes Section 4.12, any disposition the net proceeds of
      which to the Issuer and the Restricted Subsidiaries do not exceed $5.0
      million in any transaction or series of related transactions in any
      twelve-month period,

            (7)   the licensing or sublicensing of intellectual property or
      other general intangibles and licenses, leases or subleases of other
      property in the ordinary course of business,

            (8)   any release of intangible claims or rights in connection with
      the loss or settlement of a bona fide lawsuit, dispute or other
      controversy,

            (9)   any sale or disposition deemed to occur in connection with
      creating or granting any Liens not prohibited by this Indenture,

            (10)  the surrender or waiver of contract rights or the settlement,
      release or surrender of contract, tort or other claims of any kind,

            (11)  the sale or discount, in each case without recourse, of
      accounts receivable arising in the ordinary course of business, but only
      in connection with the compromise or collection thereof, and

            (12)  any sale or exchange of equipment in connection with the
      purchase or other acquisition of equipment of substantially equivalent or
      greater Fair Market Value and which is usable in a Related Business.

            "Average Life" means, as of any date of determination, with respect
to any Debt or Preferred Stock, the quotient obtained by dividing:

            (a)   the sum of the products of (1) the number of years (rounded to
      the nearest one-twelfth of one year) from the date of determination to the
      dates of each successive scheduled principal payment of such Debt or
      redemption or similar payment with respect to such Preferred Stock
      multiplied by (2) the amount of such payment by

            (b)   the sum of all such payments.

            "Bankruptcy Law" means Title 11, United States Code, or any similar
U.S. federal or state law.

            "Bioglan" means Bioglan Pharmaceuticals Company, a North Carolina
corporation.

                                      -4-


<PAGE>

            "Board of Directors" means, with respect to any Person, the board of
directors, or any equivalent management entity, of such Person or any committee
thereof duly authorized to act on behalf of such board.

            "Board Resolution" means, with respect to any Person, a copy of a
resolution of such Person's Board of Directors, certified by the Secretary or an
Assistant Secretary, or an equivalent officer, of such Person to have been duly
adopted by the Board of Directors of such Person and to be in full force and
effect on the date of such certification.

            "Business Day" means a day other than a Saturday, Sunday or other
day on which commercial banking institutions in New York City are authorized or
required by law to close.

            "Capital Lease Obligations" means any obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty. For purposes of
Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on
the Property being leased.

            "Capital Stock" means, with respect to any Person, any shares or
other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest prior to conversion or exchange.

            "Capital Stock Sale Proceeds" means the aggregate cash proceeds or
Fair Market Value of Property (other than Debt received) received by the Issuer
from the issuance or sale (other than to a Restricted Subsidiary or to an
employee stock ownership plan or trust established by the Issuer or a Restricted
Subsidiary for the benefit of its employees and except to the extent that any
purchase made pursuant to such issuance or sale is financed by the Issuer or a
Restricted Subsidiary) (i) by the Issuer of its Capital Stock or (ii) by a
Restricted Subsidiary of its Capital Stock (in each case, including upon the
exercise of options, warrants or rights) (other than Disqualified Stock) or
warrants, options or rights to purchase its Capital Stock or the Capital Stock
of a Restricted Subsidiary (other than Disqualified Stock) after the Issue Date,
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                                      -5-

<PAGE>

            "Change of Control" means the occurrence of any of the following
events:

            (1)   prior to a Public Equity Offering, the Permitted Holders
      cease to "beneficially own" (as defined in Rules 13d-3 and 13d-5 under the
      Exchange Act), directly or indirectly, a majority in the aggregate of the
      total voting power of the Voting Stock of Holding or the Issuer, whether
      as a result of issuance of securities of Holding or the Issuer, any
      merger, consolidation, liquidation or dissolution of Holding or the
      Issuer, or any direct or indirect transfer of securities by Holding, the
      Issuer or otherwise (for purposes of this clause (1), the Permitted
      Holders shall be deemed to beneficially own any Voting Stock of a Person
      (the "specified person") held by any other Person (the "other entity") so
      long as the Permitted Holders beneficially own (as so defined), directly
      or indirectly, in the aggregate a majority of the voting power of the
      Voting Stock of the other entity);

            (2)   following a Public Equity Offering, any "person" (as such term
      is used in Sections 13(d) and 14(d) of the Exchange Act), other than one
      or more Permitted Holders, beneficially owns (as defined in clause (1)
      above, except that for purposes of this clause (2) such person shall be
      deemed to "beneficially own" all shares that any such person has the right
      to acquire, whether such right is exercisable immediately or only after
      the passage of time), directly or indirectly, more than 40% of the total
      voting power of the Voting Stock of the Issuer; provided, however, that
      the Permitted Holders beneficially own (as defined in clause (1) above),
      directly or indirectly, in the aggregate a lesser percentage of the total
      voting power of the Voting Stock of the Issuer than such other person and
      do not have the right or ability by voting power, contract or otherwise to
      elect or designate for election of a majority of the Board of Directors of
      the Issuer (for the purposes of this clause (2), such other person shall
      be deemed to beneficially own any Voting Stock of a specified person held
      by a parent entity, if such other person beneficially owns (as defined in
      this clause (2)), directly or indirectly, more than 40% of the voting
      power of the Voting Stock of such parent entity and the Permitted Holders
      beneficially own (as defined in clause (1) above), directly or indirectly,
      in the aggregate a lesser percentage of the voting power of the Voting
      Stock of such parent entity and do not have the right or ability by voting
      power, contract or otherwise to elect or designate for election a majority
      of the Board of Directors of such parent entity);

            (3)   individuals who after the first board meeting following a
      Public Equity Offering constituted the Board of Directors of Holding
      together with any new directors whose election by such Board of Directors
      of Holding or whose nomination for election by such shareholders of
      Holding was approved or nominated by a vote of a majority of the directors
      of Holding at the beginning of such period, then still in office who were
      either directors at the beginning of such period or whose election or
      nomination for election was previously so approved cease for any reason to
      constitute a majority of the Board of Directors of the Issuer and Holding
      then in office;

                                      -6-

<PAGE>

            (4)   the adoption of a plan relating to the liquidation or
      dissolution of the Issuer; or

            (5)   the merger or consolidation of the Issuer with or into another
      Person or the merger of another Person with or into the Issuer, or the
      sale of all or substantially all the assets of the Issuer (determined on a
      consolidated basis) to another Person other than (i) a transaction in
      which the survivor or transferee is a Person that is controlled by the
      Permitted Holders or (ii) a transaction following which (A) in the case of
      a merger or consolidation transaction, Holders of securities that
      represented 100% of the Voting Stock of the Issuer immediately prior to
      such transaction (or other securities into which such securities are
      converted as part of such merger or consolidation transaction) own
      directly or indirectly at least a majority of the voting power of the
      Voting Stock of the surviving Person in such merger or consolidation
      transaction immediately after such transaction and (B) in the case of a
      sale of assets transaction, each transferee becomes an obligor in respect
      of the Notes and a Subsidiary of the transferor of such assets.

            "Change of Control Offer" has the meaning set forth in Section
4.08(a).

            "Change of Control Payment Date" has the meaning set forth in
Section 4.08(b)(2).

            "Change of Control Premium" means (i) in the case of a Change of
Control Redemption occurring prior to April 1, 2005, 17.250% of the Accreted
Value of the Notes, (ii) in the case of a Change of Control Redemption occurring
on or after April 1, 2005 but prior to April 1, 2006, 14.375% of the Accreted
Value of the Notes and (iii) in the case of a Change of Control Redemption
occurring on or after April 1, 2006 but prior to April 1, 2007, 11.500% of the
Accreted Value of the Notes.

            "Change of Control Purchase Price" has the meaning set forth in
Section 4.08(a).

            "Change of Control Redemption" has the meaning set forth in Section
5 of Exhibit A

            "Claim" has the meaning set forth in Section 7.07.

            "Clearstream" means Clearstream Banking, S.A.

            "Commission" means the U.S. Securities and Exchange Commission.

            "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                                      -7-

<PAGE>


            "Consolidated EBITDA" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus in each
case, without duplication:

            (a)   provision for taxes based on income or profits of such Person
      and its Restricted Subsidiaries for such period to the extent that such
      provision for taxes was included in computing such Consolidated Net
      Income;

            (b)   the Fixed Charges of such Person and its Restricted
      Subsidiaries for such period to the extent that such Fixed Charges were
      deducted in computing such Consolidated Net Income;

            (c)   depreciation and amortization (including amortization of
      goodwill and other intangibles but excluding amortization of prepaid cash
      expenses that were paid in a prior period) and non-cash reduction of
      revenues received in connection with Permitted PharmaBio Investments of
      such Person and its Restricted Subsidiaries for such period to the extent
      that such depreciation and amortization were deducted in computing such
      Consolidated Net Income;

            (d)   expenses or charges relating to the refinancing or repayment
      of Debt, including the write-off of deferred refinancing costs and any
      premiums relating to such refinancing or repayment of such Person, to the
      extent such charges were deducted in computing such Consolidated Net
      Income; and

            (e)   any non-cash charges reducing Consolidated Net Income for such
      period (excluding any such non-cash charge to the extent that it
      represents an accrual of or a reserve for cash expenses in any future
      period or amortization of a prepaid cash expense that was paid in a prior
      period);

minus any non-cash items increasing Consolidated Net Income for such period
(without duplication, excluding any reversal of a reserve for cash expense, if
the establishment of such reserve had previously decreased Consolidated Net
Income).

            "Consolidated Interest Expense" means, with respect to any Person
for any period, the sum of, without duplication:

            (1)   the aggregate of the net interest expense of such Person and
      its Restricted Subsidiaries for such period determined on a consolidated
      basis in accordance with GAAP, including, without limitation: (a) any
      amortization of debt discount; (b) the net costs under Interest Rate
      Agreements; (c) all capitalized interest; and (d) the interest portion of
      any deferred payment obligation, but excluding amortization of deferred
      financing costs; and

                                      -8-

<PAGE>

            (2)   the interest component of Capital Lease Obligations paid,
      accrued and/or scheduled to be paid or accrued by such Person and its
      Restricted Subsidiaries during such period as determined on a consolidated
      basis in accordance with GAAP.

            "Consolidated Net Income" means for any Person for any period, the
consolidated net income (loss) of such Person and its Restricted Subsidiaries
for such period on a consolidated basis prior to any adjustment to net income
for any Preferred Stock (other than Disqualified Stock) as determined in
accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

            (a)   the net income (or loss) of any Person in which the Person in
      question or any of its Restricted Subsidiaries has less than a 100%
      interest (as long as the net income (or loss) of such Person is not
      required to be consolidated into the net income of the Person in question
      in accordance with GAAP) except for the amount of dividends or
      distributions paid to the Person in question or to the Subsidiary;

            (b)   the net income (or loss) of any Restricted Subsidiary of the
      Person in question that is subject to any contractual restriction or
      limitation or legal prohibition on both the payment of dividends and the
      making of other distributions (other than, if applicable, pursuant to the
      Notes, this Indenture or the Credit Agreement, the Quintiles Notes or the
      indenture governing the Quintiles Notes) to the extent of such
      restriction, limitation or prohibition;

            (c)   any net gain or loss realized upon the sale or other
      disposition of any Property of such Person or any of its consolidated
      Subsidiaries (including pursuant to any sale and leaseback transaction)
      that is not sold or otherwise disposed of in the ordinary course of
      business and any gains and losses attributable to discontinued operations;
      provided, however, that any net gain or loss realized upon the sale or
      other disposition of Permitted PharmaBio Investments shall be included in
      such Consolidated Net Income whether or not disposed of in the ordinary
      course of business;

            (d)   any net after-tax extraordinary gain or loss;

            (e)   the cumulative effect of a change in accounting principles;

            (f)   any non-cash compensation expense realized for grants of stock
      appreciation or similar rights, stock options, Capital Stock or other
      rights to officers, directors and employees of such Person or a Subsidiary
      of such Person, provided that such rights (if redeemable), options or
      other rights can be redeemed at the option of the Holder only for Capital
      Stock of such Person (other than Disqualified Stock) or Capital Stock of a
      direct or indirect parent of such Person;

                                      -9-

<PAGE>

            (g)   to the extent non-cash, any unusual, non-operating or
      non-recurring gain or loss (including to the extent related to the
      Merger);

            (h)   expenses or charges (whether cash or non-cash) related to the
      Merger (including legal, accounting and debt issuance costs) and any
      restructuring related thereto, including any refunding or refinancing
      expenses related to Debt repaid or refinanced; and

            (i)   gains or losses due to fluctuations in currency values and the
      related tax effect.

            For purposes of calculating Consolidated Net Income in any period,
purchase price allocation adjustments to the balance sheet and any amortization
or purchase price allocation adjustments, in each case, related to the Merger
shall be excluded and as such considered to be zero.

            Notwithstanding the foregoing, to avoid duplication, for purposes of
Section 4.10 only, there shall be excluded from Consolidated Net Income any
dividends, repayments of loans or advances or other transfers of assets from
Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent
such dividends, repayments or transfers increase the amount of Restricted
Payments permitted under Section 4.10(a)(3)(iv).

            "Corporate Trust Office" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 213 Court Street, Middletown, CT 06457,
Attention: Corporate Trust Services, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Holders and the Issuer).

            "Covenant Defeasance" has the meaning set forth in Section 9.01(a).

            "CPI Increase Amount" means with respect to any calendar year an
amount equal to the Management Payment permitted to be paid under Section
4.10(b)(12) for the prior calendar year times the percentage of the increase
from such preceding calendar year in the Urban Wage Earners and Clerical Workers
Consumer Price Index for the New York Metropolitan Area, such amount to be
calculated in March of each year, beginning in March 2005.

            "Credit Agreement" means the Credit Agreement, dated as of September
25, 2003, among Holding, the Issuer, Quintiles and the lenders party
thereto in their capacities as lenders thereunder, Citicorp North America, Inc.,
as administrative agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified (including to increase the amount
of

                                      -10-

<PAGE>

available borrowings thereunder or to add Restricted Subsidiaries as additional
borrowers or guarantors thereunder) from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the amount of available borrowings thereunder or adding
Restricted Subsidiaries as additional borrowers or guarantors thereunder) all or
any portion of the Debt under such agreement, or any successor or replacement
agreement, and whether by the same or any other agent, lender or group of
lenders.

            "Credit Facility" means the Credit Agreement and one or more debt or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders
against such receivables or inventory) or trade letters of credit, or other
forms of guarantees or assurances that one or more times refinances, replaces,
supplements, modifies or amends such credit facility (including increasing the
amount of available borrowings thereunder or adding obligors as additional
borrowers or guarantors thereunder) all or any portion of the Debt under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

            "Currency Exchange Protection Agreement" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

            "Custodian" means any receiver, interim receiver, receiver and
manager, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

            "Cymbalta Investment" means an Investment by Quintiles in an amount
not to exceed $40.0 million pursuant to an agreement dated July 18, 2002 between
Quintiles and Eli Lilly and Company to support the commercialization efforts for
a drug named Cymbalta(TM).

            "Debt" means, with respect to any Person on any date of
determination (without duplication):

            (a)   the principal of and premium (if any, but only in the event
      such premium has become due) in respect of:

                  (1)   debt of such Person for borrowed money, and

                  (2)   debt evidenced by notes, debentures, bonds or other
            similar instruments for the payment of which such Person is
            responsible or liable;

            (b)   all Capital Lease Obligations of such Person;

                                      -11-

<PAGE>

            (c)   all obligations of such Person issued or assumed as the
      deferred purchase price of Property, all conditional sale obligations of
      such Person and all obligations of such Person under any title retention
      agreement (but excluding trade accounts payable for goods and services
      arising in the ordinary course of business);

            (d)   all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit,
      performance bonds or surety bonds securing obligations (other than
      obligations described in (a) through (c) above) provided in the ordinary
      course of business of such Person to the extent such letters of credit and
      bonds are not drawn upon or, if and to the extent drawn upon, such drawing
      is reimbursed no later than the 30th Business Day following receipt by
      such Person of a demand for reimbursement following payment on the letter
      of credit or bond);

            (e)   the amount of all obligations of such Person with respect to
      the Repayment of any Disqualified Stock or, with respect to any Subsidiary
      of such Person that is not a Subsidiary Guarantor, any Preferred Stock
      (measured, in each case, at the greatest of its voluntary or involuntary
      maximum fixed repurchase price or liquidation value on the date of
      determination but excluding, in each case, any accrued dividends for any
      current period not yet payable);

            (f)   all obligations of other Persons of the type referred to in
      clauses (a) through (e) above, and all accrued dividends of other Persons
      currently payable, the payment of which, in either case, such Person is
      responsible or liable, directly or indirectly, as obligor, guarantor or
      otherwise, including by means of any Guarantee;

            (g)   all obligations of the type referred to in clauses (a) through
      (f) above of other Persons, the payment of which is secured by any Lien on
      any Property of such Person (whether or not such obligation is assumed by
      such Person), the amount of such obligation being deemed to be the lesser
      of the Fair Market Value of such Property or the amount of the obligation
      so secured; and

            (h)   to the extent not otherwise included in this definition,
      Hedging Obligations of such Person and all obligations under Interest Rate
      Agreements.

            The amount of Debt of any Person at any date shall be the amount
necessary to extinguish in full as of such date the outstanding balance at such
date of all unconditional obligations as described above including, without
limitation, all interest that has been capitalized, and without giving effect to
any call premiums in respect thereof. The amount of Debt represented by a
Hedging Obligation shall be equal to:

            (1)   zero if such Hedging Obligation has been Incurred pursuant to
      Section 4.09(b)(6), (7) or (8), or

                                      -12-
<PAGE>

          (2) the marked-to-market value of such Hedging Obligation to the
     counterparty thereof if not Incurred pursuant to such clauses.

            For purposes of this definition, the maximum fixed repurchase price
of any Preferred Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such
Preferred Stock as if such Preferred Stock were purchased on any date on which
Debt will be required to be determined pursuant to this Indenture at its Fair
Market Value if such price is based upon, or measured by, the Fair Market Value
of such Preferred Stock determined in good faith by the Board of Directors of
the Issuer; provided, however, that if such Preferred Stock is not then
permitted in accordance with the terms of such Preferred Stock to be redeemed,
repaid or repurchased, the redemption, repayment or repurchase price shall be
the book value of such Preferred Stock as reflected in the most recent financial
statements of such Person.

            Notwithstanding the foregoing, Debt shall not (i) mean obligations
to provide services, including without limitation, the provision of sales force
personnel and related expenses, arising pursuant to agreements entered into in
connection with Permitted PharmaBio Investments, so long as such obligations are
expected to be treated as expenses (and not capitalized) on the income statement
of such Person, and (ii) include unearned income to the extent it relates to the
receipt of cash in the ordinary course of business with respect to revenues that
have not been recognized on such Person's income statement.

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

            "Depositary" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depositary by the Issuer, which Person must be a clearing agency
registered under the Exchange Act.

            "DG Equity Rollover Agreement" means the rollover agreement, dated
as of August 28, 2003, by and among Holding, Dr. Dennis B. Gillings, Joan H.
Gillings, Susan Ashley Gillings, the Gillings Family Foundation, the Gillings
Family Partnership and the GFEF Limited Partnership.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable, in either case at the option of the
holder thereof) or upon the happening of an event:

            (a) matures or is mandatorily redeemable pursuant to a sinking fund
      obligation or otherwise,

            (b) is or may become redeemable or repurchaseable at the option of
      the holder thereof, in whole or in part, or

                                      -13-
<PAGE>

            (c) is convertible or exchangeable at the option of the holder
      thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the 91st day after the
Stated Maturity of the Notes; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders the
right to require the issuer thereof to repurchase or redeem such Capital Stock
upon the occurrence of a Change of Control occurring prior to the 91st day after
the Stated Maturity of the Notes shall not constitute Disqualified Stock if the
Change of Control provisions applicable to such Disqualified Stock are no more
favorable to the holders of such Disqualified Stock than the provisions of this
Indenture with respect to a Change of Control and such Disqualified Stock
specifically provides that the issuer thereof will not repurchase or redeem any
such Capital Stock pursuant to such provisions prior to the Issuer's completing
a Change of Control Offer.

            "Euroclear" means the Euroclear System as operated by Euroclear Bank
S.A./N.V.

            "Event of Default" has the meaning set forth in Section 6.01.

            "Excess Proceeds" has the meaning set forth in Section 4.12(d).

            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

            "Exchange Notes" has the meaning provided in the Registration Rights
Agreement.

            "Exchange Offer" has the meaning set forth in Section 8 of Exhibit
A.

            "Fair Market Value" means, with respect to any Property, the price
that could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

            (a) if such Property has a Fair Market Value equal to or less than
      $10 million, by any Officer of the Issuer, or

            (b) if such Property has a Fair Market Value in excess of $10
      million, by a majority of the Board of Directors of the Issuer and
      evidenced by a Board Resolution.

            "Fee Agreement" shall mean the Fee Agreement, dated August 28, 2003,
among Holding, OEP and Dennis B. Gillings, governing the payment by Holding of
OEP's and Dennis B. Gillings' and their respective affiliates' fees and expenses
related to the Merger.

                                      -14-
<PAGE>

            "Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of the Pro forma Consolidated EBITDA of such Person for
such period to the Fixed Charges of such Person for such period.

            "Fixed Charges" means, with respect to any Person for any period,
the sum, without duplication, of:

            (a) the Pro forma Consolidated Interest Expense of such Person and
      its Restricted Subsidiaries for such period whether paid or accrued,
      determined in accordance with GAAP;

            (b) all commissions, discounts and other fees and charges Incurred
      in respect of letters of credit or bankers' acceptance financings,
      determined in accordance with GAAP, and net payments or receipts (if any)
      pursuant to Hedging Obligations to the extent such Hedging Obligations
      related to Debt that is not itself a Hedging Obligation;

            (c) any interest expense on Debt of any Person that is Guaranteed by
      such Person or one of its Restricted Subsidiaries or secured by a Lien on
      assets of such Person or one of its Restricted Subsidiaries (whether or
      not such Guarantee or Lien is called upon);

            (d) amortization or write-off of Debt discount in connection with
      any Debt of such Person and any Restricted Subsidiary, on a consolidated
      basis in accordance with GAAP; and

            (e) the product of (a) all dividend payments (other than any
      payments to the referent Person or any of its Restricted Subsidiaries and
      any dividends payable in the form of Capital Stock) on any series of
      Preferred Stock or Disqualified Stock of such Person and its Restricted
      Subsidiaries, times (b) (x) if the dividends are not deductible for income
      tax purposes based on the law in effect at the time of payment, a
      fraction, the numerator of which is one and the denominator of which is
      one minus the then current combined federal, state and local statutory
      income tax rate of such Person, expressed as a decimal, in each case, on a
      consolidated basis and in accordance with GAAP as estimated by the chief
      financial officer of such Person in good faith, or (y) if the dividends
      are deductible by such Person for income tax purposes based on law in
      effect at the time of payment, one.

            "Full Accretion Date" means April 1, 2009.

            "GAAP" means United States generally accepted accounting principles
as in effect on the Merger Date.

            "Global Notes" has the meaning set forth in Section 2.16(a).

                                      -15-
<PAGE>

            "Government Obligations" means any security issued or guaranteed as
to principal or interest by the United States, or by a Person controlled or
supervised by and acting as an instrumentality of the government of the United
States pursuant to authority granted by the Congress of the United States, or
any certificate of deposit for any of the foregoing.

            "guarantee" or "Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:

            (a) to purchase or pay (or advance or supply funds for the purchase
      or payment of) Debt of such other Person (whether arising by virtue of
      partnership arrangements, or by agreements to keep-well, to purchase
      assets, goods, securities or services, to take-or-pay or to maintain
      financial statement conditions or otherwise), or

            (b) entered into for the purpose of assuring in any other manner the
      obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "guarantee" or "Guarantee" shall not include:

            (1) endorsements for collection or deposit in the ordinary course of
      business, or

            (2) a contractual commitment by one Person to invest in another
      Person for so long as such Investment is reasonably expected to constitute
      a Permitted Investment.

            The term "guarantee" or "Guarantee" used as a verb has a
corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing
any obligation.

            "Hedging Obligation" of any Person means any obligation of such
Person pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.

            "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note register.

            "Holding" means Pharma Services Holding, Inc., a Delaware
corporation, so long as it is the direct or indirect parent of Quintiles.

            "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in respect of such Debt or other
obligation or (if earlier) the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person
(and "Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); pro-

                                      -16-
<PAGE>

vided, however, that a change in GAAP or the application thereof that results in
an obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such
Debt; provided, further, however, that amortization of debt discount, accrual or
capitalization of dividends and interest, including the accrual of deferred
accrued interest, the accretion of principal and the payment of interest or
dividends in the form of additional securities shall not, in any such case, be
deemed to be the Incurrence of Debt; provided that in the case of Debt or
Preferred Stock sold at a discount or for which interest or dividends are
capitalized or accrued or accreted, the amount of such Debt or outstanding
Preferred Stock Incurred shall at all times be the then current accreted value
or shall include all capitalized interest.

            "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

            "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of national standing or any third party appraiser or
recognized expert with experience in appraising the terms and conditions of the
type of transaction or series of related transactions for which an opinion is
required, provided that such firm or appraiser is not an Affiliate of the
Issuer.

            "Initial Purchaser" means Citigroup Global Markets Inc.

            "interest" means, with respect to the Notes, interest and Additional
Interest.

            "Interest Payment Date" means April 1 and October 1 of each year,
commencing October 1, 2009.

            "Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate option agreement, interest rate future agreement or other similar
agreement designed to protect against fluctuations in interest rates.

            "Investment" by any Person means any loan, advance or other
extension of credit (other than advances or extensions of credit and receivables
in the ordinary course of business that are recorded as accounts receivable on
the balance sheet of such Person or acquired as part of the assets acquired in
connection with an acquisition of assets otherwise permitted by this Indenture
and also excluding advances to officers and employees in the ordinary course of
business) or capital contribution (by means of transfers of cash or other
Property to others) or payments for Property or services for the account or use
of others (other than expenses Incurred in the ordinary course of business,
including without limitation, the provisions of sales force personnel and
related expenses or as required pursuant to agreements entered into in
connection with Permitted PharmaBio Investments so long as such items are
expected to be treated as expenses (and not capitalized) on the income statement
of such Person) to, or Incurrence of a Guar-

                                      -17-
<PAGE>

antee of any obligation of, or purchase or acquisition of Capital Stock, bonds,
notes, debentures or other securities or evidence of Debt issued by, any other
Person, or the making of upfront, milestone, marketing or other similar payment
by any Person to any other Person in connection with the Person's obtaining a
right to receive royalty or other payments in the future. "Investment" shall
include the Fair Market Value of the Investment of (A) a Restricted Subsidiary
in any Person at the time such Restricted Subsidiary becomes a Restricted
Subsidiary of the Issuer and (B) the Issuer and a Restricted Subsidiary in any
Subsidiary of the Issuer at the time that any such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary, the Issuer or such
Restricted Subsidiary, as the case may be, shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary (proportionate to its
equity interest in such Subsidiary) of an amount (if positive) equal to:

            (a) its "Investment" in such Subsidiary at the time of such
      redesignation, less

            (b) the portion (proportionate to its equity interest in such
      Subsidiary) of the Fair Market Value of its Investment in such Subsidiary
      at the time of such redesignation.

            In determining the amount of any Investment made by transfer of any
Property other than cash, such Property shall be valued at its Fair Market Value
at the time of such Investment.

            "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

            "Investor Stockholder" means OEP, TPG and Temasek.

            "Issue Date" means the date on which the Notes are initially issued
(exclusive of any Additional Notes).

            "Issue Price" has the meaning set forth in Exhibit A.

            "Issuer" means the party named as such in the first paragraph of
this Indenture until a successor replaces such party pursuant to Article Five
and thereafter means the successor.

            "Legal Defeasance" has the meaning set forth in Section 9.01(a).

            "Legal Holiday" has the meaning set forth in Section 12.07.

            "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement on or with respect to such Property

                                      -18-
<PAGE>

(including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any sale and leaseback transaction).

            "Management Agreements" means (i) the management agreement, dated as
of September 25, 2003, by and among OEP, GF Management Company, LLC and TPG
GenPar III L.P., Holding and Perseus-Soros Management LLC, and (ii) the
management agreement, dated as of September 25, 2003, by and between Cassia Fund
Management Pte Ltd. and Holding, in each case as in effect on the Issue Date.

            "Management Payment" shall have the meaning set forth in Section
4.10(b)(12).

            "Maturity Date" when used with respect to any Note, means the date
on which the principal amount of such Note becomes due and payable as therein or
herein provided.

            "Merger" means the consummation of the merger of Acquisition Corp.
with and into Quintiles in accordance with the terms of the Merger Agreement and
the transactions related thereto.

            "Merger Agreement" means the Agreement and Plan of Merger among
Quintiles, Holding and Acquisition Corp., dated as of April 10, 2003, as amended
as of August 18, 2003, as in effect on the Issue Date.

            "Merger Date" means September 25, 2003.

            "Moody's" means Moody's Investors Service, Inc. or any successor
rating agency.

            "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only, in each case, as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt
or other obligations or liabilities relating to the Property that is the subject
of such Asset Sale or received in any other non-cash form), in each case net of:

            (a) all legal, accounting, investment banking, title and recording
      tax expenses, commissions and other fees and expenses Incurred, and all
      U.S. Federal, state, provincial, foreign and local taxes required to be
      accrued as a liability under GAAP, as a consequence of such Asset Sale,

            (b) all payments made on any Debt that is secured by any Property
      subject to such Asset Sale, in accordance with the terms of any Lien upon
      or other security agreement of any kind with respect to such Property, or
      which must by its terms, or in order to

                                      -19-
<PAGE>


      obtain a necessary consent to such Asset Sale, or by applicable law, be
      repaid out of the proceeds from such Asset Sale,

            (c) all distributions and other payments required to be made to
      minority interest holders in Subsidiaries or joint ventures as a result of
      such Asset Sale,

            (d) brokerage commissions and other reasonable fees and expenses
      (including, without limitation, any severance, pension or shutdown cost
      and fees and expenses of counsel, accountants, investment bankers and
      other financial advisors or consultants) related to such Asset Sale and

            (e) the deduction of appropriate amounts provided by the seller as a
      reserve, in accordance with GAAP, against any liabilities associated with
      the Property disposed in such Asset Sale and retained by the Issuer or a
      Restricted Subsidiary after such Asset Sale, including, without
      limitation, pension and other post-employment benefit liabilities,
      liabilities relating to environmental matters and liabilities under any
      indemnification obligations associated with such Asset Sale and any
      deductions relating to escrowed amounts.

            "Non-Recourse Debt" means Debt

            (a) as to which neither the Issuer nor any Restricted Subsidiary
      provides any guarantee or credit support of any kind (including any
      undertaking, guarantee, indemnity, agreement or instrument that would
      constitute Debt) or is directly or indirectly liable (as a guarantor or
      otherwise) or as to which there is any recourse to the assets of the
      Issuer or any Restricted Subsidiary; and

            (b) no default with respect to which (including any rights that the
      Holders thereof may have to take enforcement action against an
      Unrestricted Subsidiary) would permit (upon notice, lapse of time or both)
      any holder of any other Debt of the Issuer or any Restricted Subsidiary to
      declare a default under such other Debt or cause the payment thereof to be
      accelerated or payable prior to its Stated Maturity.

            "Non-U.S. Person" means a Person who is not a U.S. Person, as
defined in Regulation S.

            "Non-U.S. Subsidiary" means any Restricted Subsidiary of the Issuer
that is or becomes organized under the laws of a jurisdiction other than the
United States of America or any State thereof or the District of Columbia.

            "Notes" means the 11 1/2% Senior Discount Notes due 2014 issued by
the Issuer, including, without limitation, the Exchange Notes, treated as a
single class of securities, as

                                      -20-
<PAGE>

amended from time to time in accordance with the terms hereof, that are issued
pursuant to this Indenture.

            "Notice of Default" shall have the meaning set forth in Section
6.01.

            "OEP" means One Equity Partners LLC.

            "OEP Subscription Agreement" means the subscription agreement dated
as of August 28, 2003 between OEP and Holding.

            "Offer Amount" has the meaning set forth in Section 4.12(f).

            "Offer Period" has the meaning set forth in Section 4.12(f).

            "Offering Memorandum" means the offering memorandum dated March 11,
2004 relating to the offering of Notes on the Issue Date.

            "Officer" means the Chief Executive Officer, the President, the
Chief Financial Officer or any Vice President, the Treasurer or the Secretary of
the specified Person.

            "Officers' Certificate" means a certificate signed by an Officer of
the specified Person, and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Issuer, Quintiles or the Trustee.

            "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively.

            "Paying Agent" has the meaning set forth in Section 2.04.

            "Permanent Regulation S Note" has the meaning set forth in Section
2.02.

            "Permitted Asset Swap" means any transfer of a Permitted PharmaBio
Investment by the Issuer or any of its Restricted Subsidiaries in which the
consideration received by the transferor is another Permitted PharmaBio
Investment; provided that the aggregate Fair Market Value at the time of the
consummation of the Permitted Asset Swap (as determined in good faith by the
Board of Directors of the Issuer) of the Permitted PharmaBio Investment being
transferred by the Issuer or such Restricted Subsidiary is not greater than the
aggregate Fair Market Value at the time of the consummation of the Permitted
Asset Swap (as determined in good faith by the Board of Directors of the Issuer)
of the Permitted PharmaBio Investment received by the Issuer or such Restricted
Subsidiary in such exchange; and provided, further, that, with respect to any
transaction or series of related transactions that constitutes a Permitted Asset
Swap with an ag-

                                      -21-
<PAGE>

gregate Fair Market Value in excess of $50.0 million, the Issuer, prior to
consummation thereof, shall be required to obtain a written opinion from an
Independent Financial Advisor to the effect that such transaction or series of
related transactions are fair, from a financial point of view, to the Issuer or
such Restricted Subsidiary, taken as a whole.

            "Permitted Debt" has the meaning set forth in Section 4.09(b).

            "Permitted Holders" means Dennis B. Gillings, the Gillings Family
Limited Partnership, the GFEF Limited Partnership, GF Management Company, LLC,
the Gillings Family Foundation, OEP, Temasek and TPG and each of such Persons'
Affiliates and Permitted Transferees.

            "Permitted Investment" means any Investment by the Issuer or a
Restricted Subsidiary in:

            (a) the Issuer, any Restricted Subsidiary or any Person that will,
      upon the making of such Investment, become a Restricted Subsidiary, or
      that is merged or consolidated with or into, or transfers or conveys all
      or substantially all of its assets to, or is liquidated into, the Issuer
      or a Restricted Subsidiary; provided that the primary business of such
      Restricted Subsidiary is a Related Business, including, without
      limitation, the Merger and the transactions contemplated thereby;

            (b) cash or Temporary Cash Investments;

            (c) receivables owing to the Issuer or a Restricted Subsidiary if
      created or acquired in the ordinary course of business and payable or
      dischargeable in accordance with customary trade terms; provided, however,
      that such trade terms may include such concessionary trade terms as the
      Issuer or such Restricted Subsidiary deems reasonable under the
      circumstances;

            (d) payroll, travel, commission and similar advances to cover
      matters that are expected at the time of such advances ultimately to be
      treated as expenses for accounting purposes and that are made in the
      ordinary course of business;

            (e) loans and advances, including a program to provide such loans
      and advances, to employees, directors and consultants either made in the
      ordinary course of business consistent with past practices or as approved
      by the Board of Directors of the Issuer or such Restricted Subsidiary, as
      the case may be; provided that such loans and advances do not exceed $8.0
      million at any one time outstanding;

            (f) stock, obligations or other securities received in settlement or
      good faith compromise of debts owing to the Issuer or a Restricted
      Subsidiary or in satisfaction of

                                      -22-
<PAGE>
      judgments or pursuant to any plan of reorganization or similar arrangement
      upon the bankruptcy or insolvency of a debtor;

            (g) any Person to the extent such Investment represents non-cash
      consideration received in connection with an asset sale, including an
      Asset Sale or a Permitted Asset Swap consummated in compliance with
      Section 4.12;

            (h) the Notes and, if issued, any Additional Notes, and Investments
      by Quintiles in the Quintiles Notes;

            (i) Interest Rate Agreements, Currency Exchange Protection
      Agreements, Hedging Obligations and Commodity Price Protection Agreement,
      in each case permitted under Section 4.09;

            (j) existence on the Merger Date and any Investment that replaces,
      refinances or refunds such an Investment, provided that the new Investment
      is in an amount that does not exceed that amount replaced, refinanced or
      refunded and is made in the same Person as the Investment replaced,
      refinanced or refunded;

            (k) prepaid expenses, negotiable instruments held for deposit or
      collection and lease, utility and worker's compensation, performance and
      other similar deposits provided to third parties in the ordinary course of
      business;

            (l) any Person, the consideration for which consists solely of
      Capital Stock of the Issuer;

            (m) any Person, since the Merger Date that do not exceed $50.0
      million outstanding at any one time in the aggregate (with the amount of
      each Investment being measured at the time made and without giving effect
      to subsequent changes in value);

            (n) any Person, since the Merger Date in a Related Business that do
      not exceed $100.0 million outstanding at any one time in the aggregate
      (with the amount of each Investment being measured at the time made and
      without giving effect to subsequent changes in value);

            (o) any Person where such Investment was acquired by the Issuer or
      any Restricted Subsidiary (1) in exchange for any other Investment or
      accounts receivable held by the Issuer or any such Restricted Subsidiary
      in connection with or as a result of a bankruptcy, workout, reorganization
      or recapitalization of the issuer of such other Investment or accounts
      receivable or (2) as a result of a foreclosure by the Issuer or any of its
      Restricted Subsidiaries with respect to any secured Investment or such
      other transfer of title with respect to any secured Investment in default;

                                      -23-
<PAGE>

            (p) negotiable instruments held for deposit or collection in the
      ordinary course of business;

            (q) guarantees by the Issuer or a Restricted Subsidiary of Debt
      otherwise permitted to be Incurred by the Issuer or a Restricted
      Subsidiary under this Indenture and the creation of Liens on the assets of
      the Issuer or a Restricted Subsidiary in compliance with Section 4.11;

            (r) the Cymbalta Investment; and

            (s) Permitted PharmaBio Investments in an amount not to exceed at
      any one time outstanding the net reduction in Permitted PharmaBio
      Investments (with the amount of each Permitted PharmaBio Investment being
      measured as of the time made and without giving effect to subsequent
      changes in value) in existence on the Merger Date resulting from
      dividends, repayments of loans or advances, return of capital or other
      transfers, sales or liquidations of Property or any other disposition or
      repayment of such Permitted PharmaBio Investments, in each case to the
      Issuer or any Restricted Subsidiary from any Person (other than the Issuer
      or a Restricted Subsidiary), less the cost of the disposition of such
      Permitted PharmaBio Investments.

            "Permitted Liens" means:

            (a) Liens securing the Notes and the Subsidiary Guarantees, if any;

            (b) Liens securing Debt permitted to be Incurred under Section
      4.09(b)(3) hereof, provided that any such Lien may not extend to any
      Property of the Issuer or any Restricted Subsidiary other than the
      Property acquired, constructed or leased with the proceeds of such Debt
      and any improvements or accessions to such Property;

            (c) Liens for taxes, assessments or governmental charges or levies
      on the Property of the Issuer or any Restricted Subsidiary if the same
      shall not at the time be delinquent or thereafter can be paid without
      penalty, or are being contested in good faith and by appropriate
      proceedings; provided that any reserve or other appropriate provision that
      shall be required in conformity with GAAP shall have been made therefor;

            (d) Liens imposed by law or regulation, such as statutory Liens or
      landlords', carriers', warehousemen's and mechanics' Liens, Liens in favor
      of customs or revenue authorities and other similar Liens, on the Property
      of the Issuer or any Restricted Subsidiary arising in the ordinary course
      of business and securing payment of obligations that are not more than 60
      days past due or are being contested in good faith and by appropriate
      proceedings or Liens arising solely by virtue of any statutory or common
      law provisions relating to customs, duties, bankers' liens, rights of
      set-off or similar rights and

                                      -24-
<PAGE>

      remedies as to deposit accounts or other funds maintained with a creditor
      depositary institution;

            (e) Liens on the Property of the Issuer or any Restricted Subsidiary
      Incurred in the ordinary course of business to secure performance of
      obligations with respect to statutory or regulatory requirements,
      performance bids, trade contracts, letters of credit, bankers'
      acceptances, performance or return-of-money bonds, surety bonds or other
      obligations of a like nature and Incurred in a customary manner, in each
      case which are not Incurred in connection with the borrowing of money, the
      obtaining of advances or the payment of the deferred purchase price of
      Property and which do not in the aggregate impair in any material respect
      the use of Property in the operation of the business of the Issuer and the
      Restricted Subsidiaries taken as a whole;

            (f) Liens on Property at the time the Issuer or any Restricted
      Subsidiary acquired such Property, including any acquisition by means of a
      merger or consolidation with or into the Issuer or any Restricted
      Subsidiary; provided, however, that any such Lien may not extend to any
      other Property of the Issuer or any Restricted Subsidiary; provided,
      further, however, that such Liens shall not have been Incurred in
      anticipation of or in connection with the transaction or series of related
      transactions pursuant to which such Property was acquired by the Issuer or
      any Restricted Subsidiary;

            (g) Liens on the Property of a Person at the time such Person
      becomes a Restricted Subsidiary; provided, however, that any such Lien may
      not extend to any other Property of the Issuer or any other Restricted
      Subsidiary that is not a direct or, prior to such time, indirect
      Subsidiary of such Person; provided, further, however, that any such Lien
      was not Incurred in anticipation of or in connection with the transaction
      or series of related transactions pursuant to which such Person became a
      Restricted Subsidiary;

            (h) pledges or deposits by the Issuer or any Restricted Subsidiary
      under workmen's compensation laws, unemployment insurance laws or similar
      legislation, or good faith deposits in connection with bids, tenders,
      contracts (other than for the payment of Debt) or leases to which the
      Issuer or any Restricted Subsidiary is party, or deposits to secure public
      or statutory obligations of the Issuer or any Restricted Subsidiary, or
      deposits for the payment of rent, in each case Incurred in the ordinary
      course of business;

            (i) utility easements, building restrictions and such other
      encumbrances or charges against real property as are of a nature generally
      existing with respect to properties of a similar character;

            (j) any provision for the retention of title to any Property by the
      vendor or transferor of such Property which Property is acquired by the
      Issuer or a Restricted Subsidiary in a transaction entered into in the
      ordinary course of business of the Issuer or a

                                      -25-
<PAGE>

      Restricted Subsidiary and for which kind of transaction it is normal
      market practice for such retention of title provision to be included;

            (k) Liens arising by means of any judgment, decree or order of any
      court, to the extent not otherwise resulting in an Event of Default, and
      any Liens that are customarily required to protect or enforce rights in
      any administrative, arbitration or other court proceedings in the ordinary
      course of business;

            (l) Liens on and pledges of the Capital Stock of any Unrestricted
      Subsidiary to secure Debt of that Unrestricted Subsidiary;

            (m) (1) mortgages, Liens, security interests, restrictions,
      encumbrances or any other matters of record that have been placed by any
      developer, landlord or other third party on property over which the Issuer
      or any Restricted Subsidiary has easement rights or on any real property
      leased by the Issuer or any Restricted Subsidiary or similar agreements
      relating thereto and (2) any condemnation or eminent domain proceedings or
      compulsory purchase order affecting real property;

            (n) Liens existing on the Issue Date;

            (o) Liens in favor of the Issuer or any Restricted Subsidiary;

            (p) Liens on the Property of the Issuer or any Restricted Subsidiary
      to secure any Refinancing of Debt, in whole or in part, secured by any
      Lien described in the foregoing clause (a), (f), (g) or (n); provided that
      any such Lien is limited to all or part of the same property or assets
      (plus improvements, accessions, proceeds or dividends or distributions in
      respect thereof) that secured the Debt being Refinanced;

            (q) Liens on Permitted PharmaBio Investments consisting of call
      rights, purchase options, transfer restrictions or other similar Liens
      imposed in connection therewith;

            (r) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other property
      relating to such letters of credit and products and proceeds thereof;

            (s) Liens in the form of licenses, leases or subleases granted or
      created by the Issuer or any Restricted Subsidiary, which licenses, leases
      or subleases do not interfere, individually or in the aggregate, in any
      material respect with the business of the Issuer or such Restricted
      Subsidiary or individually or in the aggregate materially impair the use
      (for its intended purpose) or the value of the Property subject thereto;
      and

                                      -26-
<PAGE>

            (t) Liens securing Debt permitted to be incurred under the Credit
      Facility pursuant to Section 4.09(b)(1).

            "Permitted PharmaBio Investments" means the Investments by the
Issuer or any Restricted Subsidiary in any Person (including Bioglan but
excluding any other Subsidiary) that is involved in the development and
production of pharmaceutical products, or in other lines of business within the
pharmaceutical services or biotechnology industry or related or complementary
businesses in the healthcare industry including without limitation biotechnology
consumer marketing and information technology, pharmaco-economics consulting and
pharmaco-genomics.

            "Permitted Refinancing Debt" means any Debt that Refinances any
other Debt that is Incurred in accordance with Section 4.09(a) or that is
Incurred under Sections 4.09(b)(2), (3), (5) or (14), or previously Incurred
under Section 4.09(b)(16), including any successive Refinancings, so long as:

            (a) such Debt is in an aggregate principal amount (or if Incurred
      with original issue discount, an aggregate Issue Price) not in excess of
      the sum of:

                  (1) the aggregate principal amount (or if Incurred with
            original issue discount, the aggregate accreted value) and any
            accrued but unpaid interest then outstanding of the Debt being
            Refinanced, and

                  (2) an amount necessary to pay any fees and expenses,
            including premiums, tender and defeasance costs, related to such
            Refinancing,

            (b) in the case of the Refinancing of term Debt, the Average Life of
      such Debt is equal to or greater than the Average Life of the Debt being
      Refinanced,

            (c) in the case of the Refinancing of term Debt, the final Stated
      Maturity of the Debt being Incurred is no earlier than the final Stated
      Maturity of the Debt being Refinanced, and

            (d) in the case of the Refinancing of Debt of the Issuer or a
      Subsidiary Guarantor, if any:

                  (1) the new Debt shall be issued by the same issuer as the
            Debt being Refinanced or by the Issuer, and

                  (2) if the Debt being Refinanced constitutes Subordinated
            Obligations of the Issuer or a Subsidiary Guarantor, if any, the new
            Debt shall be subordinated to the Notes or the relevant Subsidiary
            Guarantee, if any, as applicable, at least to the same extent as the
            Subordinated Obligations;

                                      -27-
<PAGE>

provided, however, that Permitted Refinancing Debt shall not include:

            (x)   Debt of a Restricted Subsidiary (other than a Subsidiary
      Guarantor, if any) that Refinances Debt of the Issuer or a Subsidiary
      Guarantor, if any, or

            (y)   Debt of the Issuer or a Restricted Subsidiary that Refinances
      Debt of an Unrestricted Subsidiary.

            "Permitted Transferee" means (i) with respect to any Permitted
Holder who is a natural person, (A) such Person's estate, spouse, heirs,
ancestors, lineal descendants (including by adoption and stepchildren, and the
lineal descendants thereof), legatees, legal representatives or trustees of a
bona fide trust of which one or more of the foregoing or such Permitted Holder
is or are the controlling trustees, principal beneficiaries or grantors thereof,
whether through the ownership of voting securities, by contract or otherwise,
and (B) any entity controlled, directly or indirectly, by any Persons referred
to in the preceding clause (A) and (ii) with respect to any Investor
Stockholder, (A) any other Investor Stockholder or any of their Permitted
Transferees, (B) any director, officer or general partner, limited partner,
manager, member or Affiliate of any Investor Stockholder or any of their
Permitted Transferees, or (C) any director, officer, general partner or limited
partner of any Affiliate of any Investor Stockholder or any of their Permitted
Transferees.

            "Person" means any individual, corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

            "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

            "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

            "Prepayment Offer" has the meaning set forth in Section 4.12(d).

            "Private Placement Legend" means the legend initially set forth on
the Rule 144A Notes and other notes that are Restricted Notes in the form set
forth in Exhibit B.

            "pro forma" means, with respect to any calculation made or required
to be made pursuant to the terms hereof, a calculation performed in accordance
with the terms of this Indenture and (to the extent not conflicting with such
terms) Article 11 of Regulation S-X promulgated under the Securities Act (as in
effect on the Issue Date).

                                      -28-
<PAGE>

            "Pro forma Consolidated EBITDA" means, for any Person for any
period, the Consolidated EBITDA of such Person on a pro forma basis, provided
that if, since the beginning of the relevant period,

            (a)   (x) any Person was designated as an Unrestricted Subsidiary or
      redesignated as or otherwise became a Restricted Subsidiary, such event
      shall be deemed to have occurred on the first day of the applicable
      reference period, or (y) any Person that subsequently became a Restricted
      Subsidiary or was merged with or into such Person or any Restricted
      Subsidiary since the beginning of the period shall have made any
      Investment in any Person or made any acquisition, disposition, merger or
      consolidation that would have required adjustment pursuant to this
      definition, then in each case, Pro forma Consolidated EBITDA shall be
      calculated giving pro forma effect thereto for such period as if such
      designation, Investment, acquisition, disposition, merger or consolidation
      had occurred at the beginning of the applicable reference period; and

            (b)   in the event that pro forma effect is being given to any
      Repayment of Debt, Pro forma Consolidated EBITDA for such period shall be
      calculated as if such Person or such Restricted Subsidiary had not earned
      any interest income actually earned during such period in respect of the
      funds used to Repay such Debt.

            "Pro forma Consolidated Interest Expense" means, with respect to any
period, Consolidated Interest Expense adjusted (without duplication) to give pro
forma effect to any Incurrence of Debt that remains outstanding at the end of
the period or any Repayment of Debt since the beginning of the relevant period
as if such Incurrence or Repayment had occurred on the first day of such period.

            If any Debt bears a floating or fluctuating rate of interest and is
being given pro forma effect, the interest expense on such Debt shall be
calculated as if the base interest rate in effect for such floating or
fluctuating rate of interest on the date of determination were in effect for the
whole period (taking into account any Interest Rate Agreement applicable to such
Debt if such Interest Rate Agreement had when entered into a term of at least 12
months or, if shorter, the term of the Debt). In the event the Capital Stock of
any Restricted Subsidiary is sold during the period, the Debt of such Restricted
Subsidiary shall be deemed to have been repaid during such period to the extent
the Issuer and the continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

            "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                                      -29-
<PAGE>

            "Public Equity Offering" means an underwritten public offering of
common stock of the Issuer or Holding after the Issue Date, pursuant to an
effective registration statement filed under the Securities Act.

            "Purchase Date" has the meaning set forth in Section 4.12(e).

            "Purchase Money Debt" means Debt:

            (a)   consisting of the deferred purchase price of Property,
      conditional sale obligations, obligations under any title retention
      agreement, other purchase money obligations and obligations in respect of
      industrial revenue bonds, in each case where the maturity of such Debt
      does not exceed the anticipated useful life of the Property being
      financed, and

            (b)   Incurred to finance the acquisition, construction or lease by
      the Issuer or a Restricted Subsidiary of such Property, including
      additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction, addition or improvement or lease of
such Property by the Issuer or such Restricted Subsidiary.

            "Qualified Equity Offering" means any public or private offering for
cash of Capital Stock (other than Disqualified Stock) of the Issuer, Quintiles
or Holding other than (i) public offerings of Capital Stock registered on Form
S-8 or (ii) other issuances upon the exercise of options of employees of Holding
or any of its Subsidiaries.

            "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

            "Quintiles" means Quintiles Transnational Corp., a Restricted
Subsidiary of the Issuer, and any successor thereto.

            "Quintiles Notes" means the 10% Senior Subordinated Notes due 2013
of Quintiles, including the Exchange Securities as defined in the indenture,
dated September 25, 2003, governing the Quintiles Notes.

            "Redemption Date" when used with respect to any Note to be redeemed
pursuant to paragraph 5 of the Notes means the date fixed for such redemption
pursuant to the terms of the Notes.

            "Refinance" means, in respect of any Debt, to refinance, extend,
renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue
other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

                                      -30-
<PAGE>

            "Registrar" has the meaning set forth in Section 2.04.

            "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, between the Issuer and the Initial Purchaser
and any future registration rights agreement entered into in connection with the
issuance of the Additional Notes provided for, inter alia, the exchange of
Exchange Notes for such Additional Notes.

            "Regulation S" means Regulation S promulgated under the Securities
Act.

            "Regulation S Global Note" has the meaning set forth in Section
2.02.

            "Regulation S Notes" has the meaning set forth in Section 2.02.

            "Related Business" means any business that is the same as or
related, ancillary, incidental or complementary to the business of Quintiles on
the Issue Date or any reasonable extension, development or expansion of the
business, including the Permitted PharmaBio Investments.

            "Repay" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt with the effect that the
Debt is no longer an obligation of the Person who had Incurred such Debt or any
of its Restricted Subsidiaries. "Repayment" and "Repaid" shall have correlative
meanings. For purposes of Section 4.12 and the definition of "Fixed Charge
Coverage Ratio," Debt shall be considered to have been Repaid only to the extent
the related loan commitment, if any, shall have been permanently reduced in
connection therewith.

            "Required Filing Dates" has the meaning set forth in Section 4.17.

            "Required Rating Agencies" means both Moody's and S&P or their
respective successors; provided that if either Moody's or S&P (or their
respective successors) is no longer conducting business or is no longer rating
companies in the pharmaceutical and biotechnological industries generally, then
Required Rating Agencies means either Moody's or S&P (or their respective
successors), as applicable.

            "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer in the Corporate Trust Office of the Trustee including any
vice president, assistant vice president or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, and to whom any corporate trust
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

            "Restricted Global Notes" has the meaning set forth in Section
2.16(a).

                                      -31-
<PAGE>

            "Restricted Note" has the same meaning as "Restricted Security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

            "Restricted Payment" means:

            (a)   any dividend or distribution (whether made in cash, securities
      or other Property) declared or paid by the Issuer or any Restricted
      Subsidiary on or with respect to any shares of its Capital Stock, except
      for (i) any dividend or distribution that is made solely to the Issuer or
      a Restricted Subsidiary (and, if the Restricted Subsidiary making the
      dividend or distribution is not a Wholly Owned Restricted Subsidiary, to
      the other shareholders of such Restricted Subsidiary on a pro rata basis
      or on a basis that results in the receipt by the Issuer or a Restricted
      Subsidiary of dividends or distributions of greater value than it would
      receive on a pro rata basis) or (ii) any dividend or distribution payable
      solely in shares of Capital Stock (other than Disqualified Stock) of the
      Issuer or a Restricted Subsidiary or in options, warrants or other rights
      to acquire shares of Capital Stock (other than Disqualified Stock) of the
      Issuer;

            (b)   the purchase, repurchase, redemption, acquisition or
      retirement for value of any Capital Stock of the Issuer or any Restricted
      Subsidiary (other than from the Issuer or a Restricted Subsidiary or any
      entity that becomes a Restricted Subsidiary as a result of such
      transactions) or securities exchangeable for or convertible into any such
      Capital Stock, including the exercise of any option to exchange any
      Capital Stock (other than for or into Capital Stock of the Issuer that is
      not Disqualified Stock); provided that, notwithstanding anything in this
      definition to the contrary, the purchase, repurchase, redemption,
      acquisition or retirement for value of any Disqualified Stock of the
      Issuer or any Restricted Subsidiary at its scheduled mandatory Redemption
      Date shall only constitute a Restricted Payment to the extent (and only to
      the extent) that the issuance of such Disqualified Stock increased the
      amount available for Restricted Payments pursuant to Section
      4.10(a)(3)(iii);

            (c)   the purchase, repurchase, redemption, acquisition or
      retirement for value, prior to the date for any scheduled maturity,
      sinking fund or amortization or other installment payment, of any
      Subordinated Obligation (other than the purchase, repurchase or other
      acquisition of any Subordinated Obligation purchased in anticipation of
      satisfying a scheduled maturity, sinking fund or amortization or other
      installment obligation, in each case due within one year of the date of
      acquisition);

            (d)   any Investment (other than Permitted Investments and
      Guarantees by Restricted Subsidiaries of Debt Incurred pursuant to Section
      4.09) in any Person; or

                                      -32-
<PAGE>

            (e)   the issuance, sale or other disposition of Capital Stock of
      any Restricted Subsidiary to a Person (other than the Issuer or another
      Restricted Subsidiary) if the result thereof is that such Restricted
      Subsidiary shall cease to be a Subsidiary of the Issuer, in which event
      the amount of such "Restricted Payment" shall be the Fair Market Value of
      the remaining interest, if any, in such former Restricted Subsidiary held
      by the Issuer or the Restricted Subsidiaries to the extent not a Permitted
      Investment under clause (g) of the definition of "Permitted Investment."

            "Restricted Subsidiary" means each Subsidiary of the Issuer as of
the Issue Date and thereafter unless such Subsidiary is designated an
Unrestricted Subsidiary in accordance with the provisions of this Indenture.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Rule 144A Note" has the meaning set forth in Section 2.02.

            "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., or any successor rating agency.

            "Securities Act" means the U.S. Securities Act of 1933, as amended.

            "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Debt of the Issuer or a Subsidiary Guarantor, if any, whether outstanding on the
Issue Date or thereafter created, Incurred or assumed and any amendments,
renewals, modifications, extensions, refinancings and refundings of such Debt,
unless, in the case of any particular Debt, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Debt shall be subordinated in right of payment to any other
Debt of such Person. Without limiting the generality of the foregoing, "Senior
Debt" shall also include the principal of, premium, if any, interest (including
any interest accruing subsequent to the filing of a petition of bankruptcy at
the rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) on and all other amounts
owing in respect of:

            (1)   all monetary obligations (including Guarantees thereof) of
      every nature of the Issuer or Subsidiary Guarantor, if any, under the
      Credit Facility, including, without limitation, obligations (including
      Guarantees) to pay principal, premium (if any), any interest,
      reimbursement obligations under letters of credit, fees, expenses and
      indemnities;

            (2)   all obligations under Interest Rate Agreements (including
      Guarantees thereof);

                                      -33-
<PAGE>

            (3)   all obligations under Currency Exchange Protection Agreements
      (including Guarantees thereof); and

            (4)   all obligations under Commodity Price Protection Agreements
      (including Guarantees thereof),

in each case whether outstanding on the Issue Date or thereafter Incurred.

   Notwithstanding the foregoing, "Senior Debt" shall not include:

            (1)   any Debt of the Issuer to a Subsidiary of the Issuer or any
      Debt of a Subsidiary Guarantor, if any, to the Issuer or another
      Subsidiary of the Issuer;

            (2)   any Debt to, or guaranteed on behalf of, any director, officer
      or employee, in such capacity, of the Issuer or any Subsidiary of the
      Issuer (including, without limitation, amounts owed for compensation);

            (3)   Debt to trade creditors and other amounts Incurred (but not
      under the Credit Facility) in connection with obtaining goods, materials
      or services including, without limitation, accounts payable;

            (4)   obligations in respect of any Capital Stock, including
      Disqualified Stock;

            (5)   any liability for federal, state, local or other taxes owed or
      owing by the Issuer or a Subsidiary Guarantor, if any;

            (6)   that portion of any Debt Incurred in violation of this
      Indenture;

            (7)   Debt that, when Incurred and without respect to any election
      under Section 1111(b) of Title 11, United States Code, is without recourse
      to the issuer of such Debt; and

            (8)   any Debt that is, by its express terms, subordinated in right
      of payment to any other Debt of the Issuer or a Subsidiary Guarantor, if
      any.

            "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Issuer within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

            "Stated Maturity" means (a) with respect to any debt security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer, unless such
contingency has occurred)

                                      -34-
<PAGE>

and (b) with respect to any scheduled installment of principal of or interest on
any debt security, the date specified in such debt security as the fixed date on
which such installment is due and payable.

            "Subordinated Obligation" means any Debt of the Issuer or any
Subsidiary Guarantor, if any (whether outstanding on the Issue Date or
thereafter Incurred), that is subordinate or junior in right of payment to the
Notes or such entity's Subsidiary Guarantee, if any, pursuant to a written
agreement to that effect.

            "Subscription Agreements" means the OEP Subscription Agreement, the
TPG Subscription Agreement, the Temasek Subscription Agreement and similar
agreements with other Persons making cash equity investments, as contemplated by
the Transactions.

            "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

            (a)   such Person,

            (b)   such Person and one or more Subsidiaries of such Person, or

            (c)   one or more Subsidiaries of such Person.

            For the avoidance of doubt, Quintiles Treasury EEIG, a European
Economic Interest Group organized under the auspices of the European Union,
shall constitute a Subsidiary on the Issue Date. Notwithstanding the foregoing,
Verispan shall not constitute a Subsidiary on the Issue Date.

            "Subsidiary Guarantee" means a Guarantee on the terms set forth in
this Indenture delivered pursuant to Article Ten hereof.

            "Subsidiary Guarantor" means each Restricted Subsidiary that
executes a Subsidiary Guarantee in accordance with Section 4.18 hereof until
such time as such Subsidiary Guarantor shall be released in accordance with
Section 10.03 hereof.

            "Surviving Person" has the meaning set forth in Section 5.01(1).

            "Suspended Covenants" has the meaning set forth in Section 4.19(a).

            "Temasek" means Temasek Life Science Investments Private Limited, a
Singapore corporation.

                                      -35-
<PAGE>

            "Temasek Subscription Agreement" means the subscription agreement
dated as of August 28, 2003 between Temasek and Holding.

            "Temporary Cash Investments" means:

            (a)   any Government Obligation, maturing not more than one year
      after the date of acquisition, issued by the United States or any member
      state of the European Union or any instrumentality or agency thereof, and
      constituting a general obligation of the United States or any member state
      of the European Union;

            (b)   any certificate of deposit, maturing not more than one year
      after the date of acquisition, issued by, or time deposit of, a commercial
      banking institution that is a member of the U.S. Federal Reserve System
      and that has combined capital and surplus and undivided profits of not
      less than $500 million, whose debt has a rating, at the time as of which
      any investment therein is made, of "P-1" (or higher) according to Moody's
      or "A-1" (or higher) according to S&P (or, in the case of non-U.S.
      Subsidiaries of the Issuer, any local office of any commercial bank
      organized under the laws of the relevant jurisdiction or any political
      subdivision thereof which has a combined capital surplus and undivided
      profits in excess of $500 million (or the foreign currency equivalent
      thereof));

            (c)   commercial paper, maturing not more than one year after the
      date of acquisition, issued by a corporation (other than an Affiliate of
      the Issuer) organized and existing under the laws of the United States,
      any state thereof or the District of Columbia with a rating, at the time
      as of which any investment therein is made, of "P-l" (or higher) according
      to Moody's or "A-1" (or higher) according to S&P;

            (d)   any money market deposit accounts issued or offered by a
      commercial bank organized in the United States having capital and surplus
      and undivided profits in excess of $500 million; provided that the
      short-term debt of such commercial bank has a rating, at the time of
      Investment, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
      according to S&P;

            (e)   repurchase obligations and reverse repurchase obligations with
      a term of not more than 90 days for underlying securities of the types
      described in clause (a) or (b) entered into with a bank meeting the
      qualifications described in clause (b) above;

            (f)   investments in securities with maturities of one year or less
      from the date of acquisition issued or fully guaranteed by any state,
      commonwealth or territory of the United States, or by any political
      subdivision or taxing authority thereof, and rated at least "A-1" by S&P
      or "P-1" by Moody's;

            (g)   interests in funds investing substantially all their assets in
      securities of the types described in clauses (a) through (f); and

                                      -36-
<PAGE>

            (h)   interests in mutual funds with a rating of AAA- or higher that
      invest all of their assets in short-term securities, instruments and
      obligations which carry a minimum rating of "A-2" by S&P or "P-2" by
      Moody's and which are managed by a bank meeting the qualifications in
      clause (b) above.

            "Temporary Regulation S Global Note" has the meaning set forth in
Section 2.02.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa 77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.03).

            "Total Leverage Ratio" means, for any four fiscal quarter period,
the ratio of (a) Debt, other than (i) Guarantees by such Person of Debt or other
monetary or financial obligations of others, (ii) all payments that such Person
would have to make in the event of an early termination, on the date Debt of
such Person is being determined, in respect of outstanding interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements, (iii) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances, surety bonds and
performance bonds, whether or not matured, of the Issuer and its Subsidiaries
net of cash as of such date, and (iv) the Notes to (b) Consolidated EBITDA for
such period. For periods ending prior to the one year anniversary of the Merger
Date, Consolidated EBITDA shall be determined on a pro forma basis to give
effect to the Merger as if it occurred on the first day of such period.

            "TPG" means TPG Quintiles Holdco LLC, a limited liability company
organized under the laws of Delaware.

            "TPG Subscription Agreement" means the subscription agreement dated
as of August 28, 2003 between TPG and Holding.

            "Transactions" means, collectively, the consummation of the Merger,
including the equity investments in Holding by GF Management, LLC, OEP, TPG and
Temasek and their respective Affiliates, the closing of the Credit Agreement and
the consummation of the offering of the Quintiles Notes.

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

            "Unrestricted Subsidiary" means:

            (a)   any Subsidiary of the Issuer that at the time of determination
      is designated as an Unrestricted Subsidiary as permitted or required
      pursuant to Section 4.15 and is not thereafter redesignated as a
      Restricted Subsidiary as permitted pursuant thereto; and

            (b)   any Subsidiary of an Unrestricted Subsidiary.

                                      -37-
<PAGE>

            "Verispan" means Verispan, L.L.C., a limited liability company
organized under the laws of Delaware.

            "Voting Stock" of any Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

            "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares and shares required by applicable law to be held by a Person
other than the Issuer) is at such time owned, directly or indirectly, by the
Issuer and its other Wholly Owned Subsidiaries.

            "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person, 100% of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

            "indenture securities" means the Notes.

            "indenture securityholder" means a Holder or Noteholder.

            "Indenture to be qualified" means this Indenture.

            "obligor on these indenture securities" means the Issuer, the
      Subsidiary Guarantors, if any, or any other obligor on the Notes.

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

                                      -38-
<PAGE>

SECTION 1.03. Rules of Construction.

            Unless the context otherwise requires:

            (1)   a term has the meaning assigned to it herein, whether defined
      expressly or by reference;

            (2)   "or" is not exclusive;

            (3)   words in the singular include the plural, and in the plural
      include the singular;

            (4)   words used herein implying any gender shall apply to both
      genders;

            (5)   "herein," "hereof" and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or
      other subsection;

            (6)   unless otherwise specified herein, all accounting terms used
      herein shall be interpreted, all accounting determinations hereunder shall
      be made, and all financial statements required to be delivered hereunder
      shall be prepared in accordance with GAAP as in effect on the Issue Date;

            (7)   "$," "U.S. Dollars" and "United States Dollars" each refer to
      United States dollars, or such other money of the United States that at
      the time of payment is legal tender for payment of public and private
      debts; and

            (8)   whenever in this Indenture there is mentioned, in any context,
      Accreted Value, principal, interest or any other amount payable under or
      with respect to any Note, such mention shall be deemed to include mention
      of the payment of Additional Interest to the extent that, in such context,
      Additional Interest, was or would be payable in respect thereof.

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01. Amount of Notes.

            The Trustee shall initially authenticate the Notes for original
issue on the Issue Date in an aggregate principal amount at maturity of
$219,000,000 upon a written order of the Issuer in the form of an Officers'
Certificate of the Issuer (other than as provided in Section 2.08). The Trustee
shall authenticate additional Notes ("Additional Notes") thereafter in unlimited
amount (so long as permitted by the terms of this Indenture, including, without
limitation, Section 4.09) for original issue upon a written order of the Issuer
in the form of an Officers'

                                      -39-
<PAGE>

Certificate in aggregate principal amount at maturity as specified in such order
(other than as provided in Section 2.08). Each such written order shall specify
the amount of Notes to be authenticated and the date on which the Notes are to
be authenticated.

SECTION 2.02. Form and Dating.

            The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Issuer is subject. Notes offered and sold to Qualified Institutional Buyers in
reliance on Rule 144A shall be issued initially in the form of a single
permanent Global Note in registered form, substantially in the form set forth in
Exhibit A (the "RULE 144A NOTE"), deposited with the Trustee, as custodian for
the Depositary, duly executed by the Issuer and authenticated by the Trustee as
hereinafter provided and shall bear the legends set forth in Exhibit B. The
aggregate principal amount of the Rule 144A Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositry, as hereinafter provided.

            Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form of Exhibit A (the "TEMPORARY
REGULATION S NOTE"), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Issuer and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibits C1 and C2.
Reasonably promptly following the date that is 40 days after the later of the
commencement of the offering of the Notes in reliance on Regulation S and the
Issue Date, upon receipt by the Trustee and the Issuer of a duly executed
certificate substantially in the form of Exhibit E1 from the Depositary, a
single permanent Global Note in registered form substantially in the form of
Exhibit A (the "PERMANENT REGULATION S NOTE," and together with the Temporary
Regulation S Note, the "REGULATION S NOTE") duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as custodian for the Depositary, and the Registrar shall reflect on its
books and records the cancellation of the Temporary Regulation S Note and the
issuance of the Permanent Regulation S Note.

            The terms and provisions contained in the Notes shall constitute,
and are expressly made, a part of this Indenture and, to the extent applicable,
the Issuer and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and agree to be bound thereby.

            The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

                                      -40-
<PAGE>

SECTION 2.03.     Execution and Authentication.

            The Notes shall be executed on behalf of the Issuer by its Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, President or any
Vice President. The signature of any of these officers on the Notes may be
manual or facsimile.

            If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

            The Notes shall be issuable only in fully registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.

SECTION 2.04. Registrar and Paying Agent.

            The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar"), and an
office or agency where Notes may be presented for payment (the "Paying Agent")
and an office or agency where notices and demands to or upon the Issuer, if any,
in respect of the Notes and this Indenture may be served. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Issuer may
have one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent.

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

            The Issuer initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demands in connection with the Notes and
this Indenture and the Issuer

                                      -41-
<PAGE>

may change the Paying Agent without prior notice to the Holders. The Issuer or
any of its Subsidiaries may act as Paying Agent.

SECTION 2.05. Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of Accreted
Value of or premium or interest on the Notes (whether such money has been paid
to it by the Issuer or any other obligor on the Notes or the Subsidiary
Guarantors, if any), and the Issuer and the Paying Agent shall notify the
Trustee of any default by the Issuer (or any other obligor on the Notes) in
making any such payment. Money held in trust by the Paying Agent need not be
segregated except as required by law and in no event shall the Paying Agent be
liable for any interest on any money received by it hereunder; provided that if
the Issuer or an Affiliate thereof acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Issuer at any time may require the Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed and the Trustee may at any time
during the continuance of any Event of Default specified in Section 6.01(1) or
(2), upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. If the Trustee is not the Registrar, the Issuer shall furnish to
the Trustee at least five Business Days before each Interest Payment Date, and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07. Transfer and Exchange.

            Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount at maturity of Notes of other
authorized denominations, the Registrar shall register the transfer as
requested. Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Issuer shall issue and execute and
the Trustee shall authenticate new Notes (and the Subsidiary Guarantors, if any,
shall execute the Subsidiary Guarantee, if any, thereon) evidencing such
transfer or exchange at the Registrar's request. No service charge shall be made
to the Holder for any registration of transfer or exchange. The Issuer may
require from the Holder payment of a sum suffi-

                                      -42-
<PAGE>
cient to cover any transfer taxes or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not
apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in
which events the Issuer shall be responsible for the payment of such taxes). The
Registrar shall not be required to exchange or register a transfer of any Note
for a period of 15 days immediately preceding the redemption of Notes, except
the unredeemed portion of any Note being redeemed in part.

            Any Holder of the Global Note shall, by acceptance of such Global
Note, agree that transfers of the beneficial interests in such Global Note may
be effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Global Note shall be required to be reflected in a book entry.

            Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Issuer's compliance with or have
any responsibility with respect to the Issuer's compliance with any Federal or
state securities laws.

SECTION 2.08. Replacement Notes.

            If a mutilated Note is surrendered to the Registrar or the Trustee,
or if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note (and the Subsidiary Guarantors, if any, shall execute the
Subsidiary Guarantee, if any, thereon) if the Holder of such Note furnishes to
the Issuer and the Trustee evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. If required by the Trustee or the
Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to
protect the Issuer, the Subsidiary Guarantors, if any, the Trustee or any Paying
Agent from any loss that any of them may suffer if such Note is replaced. The
Issuer may charge such Holder for the Issuer's reasonable out-of-pocket expenses
in replacing such Note and the Trustee may charge the Issuer for the Trustee's
expenses (including, without limitation, attorneys' fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual
obligation of the Issuer.

SECTION 2.09. Outstanding Notes.

            The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

                                      -43-
<PAGE>

            If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuer.

            If the Paying Agent holds, in its capacity as such, on any Maturity
Date, money sufficient to pay all accrued interest and Accreted Value with
respect to the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding and interest on them
ceases to accrue.

SECTION 2.10. Treasury Notes.

            In determining whether the Holders of the required principal amount
at maturity of Notes have concurred in any declaration of acceleration or Notice
of Default or direction, waiver or consent or any amendment, modification or
other change to this Indenture, Notes owned by the Issuer or any other Affiliate
of the Issuer shall be disregarded as though they were not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Notes are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee established to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Notes and that the pledgee is not the Issuer, a Subsidiary Guarantor, if any,
any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

            Until definitive Notes are prepared and ready for delivery, the
Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of definitive Notes but may have
variations that the Issuer considers appropriate for temporary Notes. Without
unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes. Until such exchange, temporary
Notes shall be entitled to the same rights, benefits and privileges as
definitive Notes.

SECTION 2.12. Cancellation.

            The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall deliver such canceled
Notes to the Issuer. The Issuer may not reissue or resell, or issue new Notes to
replace, Notes that the Issuer has redeemed or paid, or that have been delivered
to the Trustee for cancellation.

                                      -44-
<PAGE>

SECTION 2.13. Defaulted Interest.

            If the Issuer defaults on a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Holders on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. The Issuer shall
fix such special record date and payment date in a manner satisfactory to the
Trustee. At least 10 days before such special record date, the Issuer shall mail
to each Holder a notice that states the special record date, the payment date
and the amount of defaulted interest, and interest payable on defaulted
interest, if any, to be paid. The Issuer may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Notes may be listed and,
upon such notice as may be required by such exchange, if, after written notice
given by the Issuer to the Trustee of the proposed payment pursuant to this
sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14. CUSIP Number.

            The Issuer in issuing the Notes may use a "CUSIP" number, and if so,
such CUSIP number shall be included in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Issuer shall promptly
notify the Trustee of any such CUSIP number used by the Issuer in connection
with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

            Prior to 10:00 a.m., New York City time, on each Interest Payment
Date, Maturity Date, Redemption Date and Change of Control Payment, the Issuer
shall have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date,
Maturity Date, Redemption Date and Change of Control Payment Date, as the case
may be, in a timely manner which permits the Trustee to remit payment to the
Holders on such Interest Payment Date, Maturity Date, Redemption Date and Change
of Control Payment Date, as the case may be. The Accreted Value of and interest
on Global Notes shall be payable to the Depositary or its nominee, as the case
may be, as the sole registered owner and the sole holder of the Global Notes
represented thereby. The Accreted Value of and interest on Physical Notes shall
be payable, either in person or by mail, at the office of the Paying Agent.

                                      -45-
<PAGE>

SECTION 2.16. Book-Entry Provisions for Global Notes.

            (a) Rule 144A Notes shall be represented by one or more Notes in
registered, global form without interest coupons (collectively, the "Restricted
Global Notes"). Regulation S Notes initially shall be represented by one or more
Notes in registered, global form without interest coupons (collectively, the
Regulation S Global Note and together with the Restricted Global Note and any
other global notes representing Notes, the "Global Notes"). The Global Notes
shall bear legends as set forth in Exhibit D. The Global Notes initially shall
(i) be registered in the name of the Depositary or the nominee of such
Depositary, in each case for credit to an account of DTC or a Participant, (ii)
be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Exhibit B with respect to Restricted Global Notes and
Exhibit C1 with respect to Regulation S Global Notes.

            Members of, or direct or indirect Participants in, the Depositary
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Notes, and the Depositary may be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization (which
may be in electronic form) furnished by the Depositary or impair, as between the
Depositary and its Participants, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.

            (b) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.17. In addition, a Global Note shall
be exchangeable for Physical Notes if (i) the Depositary (x) notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Global Note or
(y) has ceased to be a clearing agency registered under the Exchange Act and
with respect to (x) or (y) the Issuer thereupon fails to appoint a successor
Depositary within 90 days of such notice or cessation, (ii) the Issuer, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
such Physical Notes in exchange for any or all of the Notes represented by the
Global Notes or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Notes. In all cases, Physical Notes delivered in
exchange for any Global Note or beneficial interests therein shall be registered
in the names, and issued in any approved denominations, requested by or on
behalf of the Depositary (in accordance with its customary procedures).

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount at maturity of the Global Note in an amount equal to the
principal

                                      -46-
<PAGE>

amount at maturity of the beneficial interest in the Global Note to be
transferred, and the Issuer shall execute, and the Trustee shall upon receipt of
a written order from the Issuer authenticate and make available for delivery,
one or more Physical Notes of like tenor and amount.

            (d) In connection with the transfer of Global Notes as an entirety
to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depositary in writing in exchange for its beneficial interest
in the Global Notes, an equal aggregate principal at maturity amount of Physical
Notes of authorized denominations.

            (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall, except as otherwise provided by paragraphs (a) and (c) of Section 2.17,
bear the Private Placement Legend or, in the case of the Regulation S Global
Note, the legend set forth in Exhibit C1, in each case, unless the Issuer
determine otherwise in compliance with applicable law.

            (f) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

            (g) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Notes.

SECTION 2.17. Special Transfer Provisions.

            (a) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a Note
constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):

            (i) the Registrar shall register the transfer if such transfer is
      being made by a proposed transferor who has checked the box provided for
      on such Holder's Note stating, or to a transferee who has advised the
      Issuer and the Registrar in writing, that it is purchasing the Note for
      its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a QIB within the
      meaning of Rule 144A, and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such
      information regarding the Issuer as it has requested pursuant to Rule 144A
      or has determined not to request such information and that

                                      -47-
<PAGE>

      it is aware that the transferor is relying upon its foregoing
      representations in order to claim the exemption from registration provided
      by Rule 144A; and

            (ii) if the proposed transferee is a Participant, and the Notes to
      be transferred consist of Physical Notes which after transfer are to be
      evidenced by an interest in the Global Note, upon receipt by the Registrar
      of instructions given in accordance with the Depositary's and the
      Registrar's procedures, the Registrar shall reflect on its books and
      records the date and an increase in the principal amount at maturity of
      the Global Note in an amount equal to the principal amount at maturity of
      the Physical Notes to be transferred, and the Trustee shall cancel the
      Physical Notes so transferred.

            (b) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted Note
to any Institutional Accredited Investor which is not a QIB or to any Non-U.S.
Person:

            (i) the Registrar shall register the transfer of any Note
      constituting a Restricted Note whether or not such Note bears the Private
      Placement Legend, if (x) the requested transfer is after the second
      anniversary of the Issue Date (provided, however, that neither the Issuer
      nor any Affiliate of the Issuer has held any beneficial interest in such
      Note, or portion thereof, at any time on or prior to the second
      anniversary of the Issue Date) or (y) (1) in the case of a transfer to an
      Institutional Accredited Investor which is not a QIB (excluding Non-U.S.
      Persons), the proposed transferee has delivered to the Registrar a
      certificate substantially in the form of Exhibit G hereto and any legal
      opinions and certifications required thereby and the proposed transferor
      has delivered to the Issuer a legal opinion in form satisfactory to the
      Issuer as set forth in the Private Placement Legend or (2) in the case of
      a transfer to a Non-U.S. Person, the proposed transferor has delivered to
      the Registrar a certificate substantially in the form of Exhibit E1
      hereto;

            (ii) if the proposed transferor is a Participant holding a
      beneficial interest in the Global Note, upon receipt by the Registrar of
      (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
      written instructions given in accordance with the Depositary's and the
      Registrar's procedures; whereupon (a) the Registrar shall reflect on its
      books and records the date and (if the transfer does not involve a
      transfer of outstanding Physical Notes) a decrease in the principal amount
      at maturity of such Global Note in an amount equal to the principal amount
      at maturity of the beneficial interest in the Global Note to be
      transferred and (b) the Issuer shall execute and the Trustee shall
      authenticate and deliver, one or more Physical Notes of like tenor and
      amount; and

            (iii) in the case of a transfer to a Non-U.S. Person, if the
      proposed transferee is a Participant, and the Notes to be transferred
      consist of Physical Notes which after transfer are to be evidenced by an
      interest in a Regulation S Global Note, upon receipt by the Registrar of
      written instructions given in accordance with the Depositary's and the
      Regis-

                                      -48-
<PAGE>

      trar's procedures, the Registrar shall reflect on its books and records
      the date and an increase in the principal amount at maturity of such
      Regulation S Global Note in an amount equal to the principal amount at
      maturity of Physical Notes to be transferred, and the Trustee shall cancel
      the Physical Notes so transferred.

            (c) Transfers of Interests in the Temporary Regulation S Note. The
following provisions shall apply with respect to the registration of any
proposed transfer of interests in the Temporary Regulation S Note:

            (i) the Registrar shall register the transfer of an interest in the
      Temporary Regulation S Note, whether or not such Global Note bears the
      Private Placement Legend if (x) the proposed transferor has delivered to
      the Registrar a certificate substantially in the form of Exhibit E2
      stating, among other things, that the proposed transferee is a Non-U.S.
      Person (except for a transfer to an Initial Purchaser) or (y) the proposed
      transferee is a QIB and the Registrar has received the documentation
      required by Section 2.16(b) or the proposed transfer is to any
      Institutional Accredited Investor which is not a QIB and the Registrar has
      received the documentation required by Section 2.17(a); and

            (ii) if the proposed transferee is a Participant, upon receipt by
      the Registrar of the documents referred to in clause (i)(x) above, if
      required, and instructions given in accordance with the Depositary's and
      the Registrar's procedures, the Registrar shall reflect on its books and
      records the date and amount of such transfer of an interest in the
      Temporary Regulation S Note.

            (d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been sold pursuant to an effective registration
statement under the Securities Act and the Registrar has received an Officers'
Certificate from the Issuer to such effect or (iii) the requested transfer is
after the second anniversary of the Issue Date (provided, however, that neither
the Issuer nor an Affiliate of the Issuer has held any beneficial interest in
such Note or portion thereof at any time since the Issue Date).

            (e) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

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<PAGE>

            (f) Certain Transfers in Connection with and After the Exchange
Offer Under the Registration Rights Agreement. Notwithstanding any other
provision of this Indenture:

            (i) no Exchange Notes may be exchanged by the Holder thereof for a
      Note issued on the Issue Date;

            (ii) on and after the Full Accretion Date, accrued and unpaid
      interest on the Notes issued on the Issue Date being exchanged in the
      Exchange Offer shall be due and payable on the next Interest Payment Date
      for the Exchange Notes following the Exchange Offer and shall be paid to
      the Holder on the relevant record date of the Exchange Notes issued in
      respect of the Note issued on the Issue Date being exchanged; and

            (iii) interest on the Note issued on the Issue Date being exchanged
      in the Exchange Offer shall cease to accrue on the date of completion of
      the Exchange Offer and interest on the Exchange Notes to be issued in the
      Exchange Offer shall accrue from the date of the completion of the
      Exchange Offer; provided that all interest on the Exchange Notes will
      accrete until the Full Accretion Date.

            The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuer shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

            If the Issuer elects to redeem Notes pursuant to paragraph 5 of the
Notes, at least 30 days prior to the Redemption Date (unless a shorter notice
shall be agreed to in writing by the Trustee) but not more than 60 days before
the Redemption Date, the Issuer shall notify the Trustee in writing of the
Redemption Date, the principal amount at maturity of Notes to be redeemed and
the redemption price. Notice given to the Trustee pursuant to this Section 3.01
may not be revoked after the time that notice is given to Holders pursuant to
Section 3.03.

                                      -50-
<PAGE>

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

            The Trustee shall select the Notes to be redeemed, if the Notes are
then listed on a national securities exchange, in accordance with the rules of
such exchange or, if the Notes are not so listed, either on a pro rata basis or
by lot, or by such other method as the Trustee in its sole discretion shall deem
to be fair and appropriate; provided that, in the case of a redemption pursuant
to paragraph 5(c) of the Notes, the Trustee shall select the Notes only on a pro
rata basis or on as nearly a pro rata basis as is practicable (subject to
procedures of the Depositary). The Trustee shall promptly notify the Issuer of
the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount at maturity thereof to be redeemed. The
Trustee may select for redemption portions of the principal amount at maturity
of the Notes that have denominations larger than $1,000. For redemptions
pursuant to paragraph 5 of the Notes, Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. In the event the Issuer is requested to
make a Change of Control Offer or offer to purchase and the amounts available
for any such offer is not evenly divisible by $1,000, the Trustee shall promptly
refund to the Issuer any remaining funds, which in no event shall exceed $1,000.

SECTION 3.03. Notice of Redemption.

            At least 30 days, and no more than 60 days, before a Redemption
Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

            The notice shall identify the Notes to be redeemed (including the
CUSIP numbers thereof) and shall state:

            (1) the Redemption Date;

            (2) the appropriate calculation of the redemption price;

            (3) if fewer than all outstanding Notes are to be redeemed in part,
      the portion of the principal amount at maturity of such Note to be
      redeemed and that, after the Redemption Date and upon surrender of such
      Note, a new Note or Notes in principal amount at maturity equal to the
      unredeemed portion will be issued;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

                                      -51-
<PAGE>

            (6) that unless the Issuer defaults in making the redemption
      payment, Accreted Value, or interest on Notes called for redemption ceases
      to accrete or accrue, as the case may be, on and after the Redemption
      Date;

            (7) which subsection of paragraph 5 of the Notes is the provision of
      the Notes pursuant to which the redemption is occurring; and

            (8) the aggregate principal amount at maturity of Notes that are
      being redeemed.

            At the Issuer's written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Issuer's name and at the Issuer's sole expense.

SECTION 3.04. Effect of Notice of Redemption.

            Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date; provided that if the Redemption Date is after a regular record
date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Notes registered on the relevant record
date; and provided, further, that if a Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest shall
accrue for the period from such Redemption Date to such succeeding Business Day.
Such notice, if mailed in the manner provided in Section 3.03 shall be
conclusively presumed to have been given whether or not the Holder receives such
notice.

SECTION 3.05. Deposit of Redemption Price.

            On or prior to 10:00 a.m., New York City time, on each Redemption
Date, the Issuer shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Issuer to the Trustee for cancellation.

            On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued interest on Notes
called for redemption shall have been made available in accordance with the
immediately preceding paragraph, the Notes called for redemption will cease to
accrue interest and the only right of the holders of such Notes will be to
receive payment of the redemption price of and, subject to the first proviso in
Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date.
If any Note surrendered for redemption shall not be so paid, interest will be
paid, from the Redemption Date until

                                      -52-
<PAGE>

such redemption payment is made, on the unpaid Accreted Value of the Note and
any interest not paid on such unpaid Accreted Value, in each case at the rate
and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Issuer shall
execute and the Trustee shall authenticate for the Holder thereof a new Note
equal in principal amount at maturity to the unredeemed portion of the original
Note in the name of the Holder upon cancellation of the original Note
surrendered except that if a Global Note is so surrendered, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Depositary, a new
Global Note in denomination equal to and in exchange for the unredeemed portion
of the principal amount at maturity of the Global Note so surrendered.

SECTION 3.07. Other Mandatory Redemption.

            The Issuer is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

            The Issuer shall pay the Accreted Value of and interest on the Notes
in accordance with the terms of the Notes and this Indenture. An installment of
Accreted Value or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date money designated for and sufficient
to pay such installment.

            The Issuer shall pay interest on overdue Accreted Value (and
premium, if any) (including post-petition interest in a proceeding under any
Bankruptcy Law), and overdue interest, to the extent lawful, at the rate
specified in the Notes.

SECTION 4.02. Maintenance of Office or Agency.

            (a) The Issuer shall maintain an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee or Registrar) where Notes
may be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuer or any Subsidiary Guarantor, if any, in respect of the Notes,
the Subsidiary Guarantees, if any, and this Indenture may be served. The Issuer
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuer shall fail
to maintain any such required

                                      -53-
<PAGE>

office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee and the Issuer and each Subsidiary
Guarantor, if any, hereby appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands.

            (b) The Issuer may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Issuer shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

            (c) The Issuer hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Issuer in accordance with Section
2.04.

SECTION 4.03. Legal Existence.

            Subject to Article Five, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence, and the corporate, partnership or other existence of each Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Restricted Subsidiary and the
material rights (charter and statutory), and franchises of the Issuer and the
Restricted Subsidiaries; provided that the Issuer shall not be required to
preserve any such right, franchise, or the corporate, partnership or other
existence of the Issuer or any of its Restricted Subsidiaries if the Issuer in
good faith shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Issuer and its Restricted Subsidiaries
taken as a whole.

SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law.

            (a) The Issuer shall, and shall cause each of its Restricted
Subsidiaries to, at all times cause all material properties used or useful in
the conduct of their respective businesses to be maintained and kept in good
condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment, and shall cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Issuer may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 4.04(a) shall prevent the Issuer
or any of its Restricted Subsidiaries from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
reasonable judgment of the Issuer, desirable in the conduct of the business of
the Issuer and its Subsidiaries taken as a whole and not adverse in any material
respect to the holders.

                                      -54-
<PAGE>

            (b) The Issuer shall, and shall cause each of its Restricted
Subsidiaries to, keep at all times all of their material properties which are of
an insurable nature insured against such loss or damage with insurers believed
by the Issuer to be responsible to the extent that Property of a similar
character is usually so insured by corporations similarly situated and owning
like Properties in accordance with good business practice. Subject to the
proviso in Section 4.04(a), the Issuer shall, and shall cause each of its
Restricted Subsidiaries to, use the proceeds from any such insurance policy to
repair, replace or otherwise restore the Property to which such proceeds relate.

            (c) The Issuer shall, and shall cause each of its Restricted
Subsidiaries to comply with all statutes, laws, ordinances or government rules
and regulations to which they are subject, the non-compliance with which would
materially adversely affect the business, financial condition or results of
operations of the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.05. Waiver of Stay, Extension or Usury Laws.

            The Issuer and each of the Subsidiary Guarantors, if any, covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law which may affect the covenants or the performance of this Indenture;
and (to the extent that they may lawfully do so) each of the Issuer and the
Subsidiary Guarantors, if any, hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

SECTION 4.06. Compliance Certificate.

            (a) The Issuer shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Issuer commencing with the Issuer's fiscal
year ending December 31, 2004 an Officers' Certificate, one of the signers of
which shall be the principal executive officer, principal financial officer or
principal accounting officer of the Issuer, stating whether or not to the best
knowledge of the signers thereof the Issuer and any Restricted Subsidiary is in
default in the performance and observance of any of the terms, provisions and
conditions of Section 5.01 or Sections 4.01 to 4.19, inclusive, and if the
Issuer shall be in default, specifying all such defaults, the nature and status
thereof of which they may have knowledge and what action the Issuer and the
Subsidiary Guarantors, if any, are taking or propose to take with respect
thereto. Such determination shall be made without regard to notice requirements
or periods of grace.

            (b) The Issuer shall deliver to the Trustee, as soon as possible and
in any event no later than 30 Business Days after the Issuer becomes aware or
should reasonably become aware of the occurrence of a Default or an Event of
Default or an event which, with notice or the lapse of time or both, would
constitute a Default or Event of Default, an Officers' Certifi-

                                      -55-
<PAGE>

cate setting forth the details of such Default or Event of Default, and the
action which the Issuer or the Subsidiary Guarantors, if any, are taking or
propose to take with respect to such Default or Event of Default.

            (c) The Issuer shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement by the Issuer's independent
public accountants stating whether, in connection with their audit of the
Issuer's financial statements, any event which would constitute an Event of
Default as defined herein insofar as they relate to accounting matters has come
to their attention and, if such an Event of Default has come to their attention,
specifying the nature and period of the existence thereof.

SECTION 4.07. Payment of Taxes and Other Claims.

            The Issuer shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Issuer or any of its
Subsidiaries or upon the income, profits or Property of the Issuer or any of its
Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Issuer or any of its Subsidiaries; provided, however, that the Issuer shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 4.08. Repurchase at the Option of Holders upon Change of Control.

            (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Issuer to repurchase all or any part of such
Holder's Notes pursuant to the offer described below (the "Change of Control
Offer") at a purchase price in cash equal to 101% of the Accreted Value thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date) (the "Change of Control Purchase Price");
provided, however, that notwithstanding the occurrence of a Change of Control,
the Issuer shall not be obligated to purchase the Notes pursuant to this Section
4.08 in the event that it has mailed the notice to exercise its right to redeem
all the Notes pursuant to paragraph 5 of the Notes at any time prior to the
requirement to consummate the Change of Control Offer and redeems the Notes in
accordance with such notice.

            (b) Within 60 days following any Change of Control, or, at the
Issuer's option, prior to the consummation of such Change of Control but after
it is publicly announced, the Issuer shall send, by first-class mail, with a
copy to the Trustee, to each Holder of Notes, at such Holder's address appearing
in the Note register, a notice stating:

                                      -56-
<PAGE>

            (1) that a Change of Control has occurred or will occur and a Change
      of Control Offer is being made pursuant to this Section 4.08 and that all
      Notes timely tendered will be accepted for payment;

            (2) the Change of Control Purchase Price and the purchase date (the
      "Change of Control Payment Date"), which shall be, subject to any contrary
      requirements of applicable law, a Business Day and a point in time
      occurring after the consummation of the Change of Control and not later
      than 60 days from the date such notice is mailed;

            (3) the circumstances and relevant facts regarding the Change of
      Control;

            (4) if the notice is mailed prior to a Change of Control, that the
      Change of Control Offer is conditioned on the Change of Control occurring
      and Notes will not be accepted for payment unless and until the Change of
      Control is consummated; and

            (5) the procedures that Holders of Notes must follow in order to
      tender their Notes (or portions thereof) for payment, and the procedures
      that Holders of Notes must follow in order to withdraw an election to
      tender Notes (or portions thereof) for payment.

            Holders electing to have a Note purchased shall be required to
surrender the Note, with an appropriate form duly completed, to the Issuer or
its agent at the address specified in the notice at least three Business Days
prior to the Change of Control Payment Date. Holders shall be entitled to
withdraw their election if the Trustee or the Issuer receives, not later than
one Business Day prior to the Change of Control Payment Date, a telegram, telex,
facsimile transmission, electronic mail or letter setting forth the name of the
Holder, the principal amount at maturity of the Note that was delivered for
purchase by the Holder and a statement that such Holder is withdrawing its
election to have such Note purchased.

            (c) On or prior to the Change of Control Payment Date, the Issuer
shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and
hold in trust) in cash an amount equal to the Change of Control Purchase Price
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section 4.08. On the Change of Control Payment Date,
the Issuer or its Agent shall deliver to the Trustee the Notes or portions
thereof that have been properly tendered to and are to be accepted by the Issuer
for payment.

            (d) The Trustee or the Paying Agent shall, on the Change of Control
Payment Date, mail or deliver payment to each tendering Holder of the Change of
Control Purchase Price. In the event that the aggregate Change of Control
Purchase Price is less than the amount delivered by the Issuer to the Trustee or
the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall
deliver the excess to the Issuer immediately after the Change of Control Payment
Date.

                                      -57-
<PAGE>

            (e) Notwithstanding the foregoing, the Issuer shall not be
required to make a Change of Control Offer upon a Change of Control of a third
party has made an offer to purchase (an "Alternate Offer") in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.08 applicable for a Change of Control made by the Issuer, any and all
Notes properly tendered and purchases all Notes properly tendered and withdrawn
in accordance with the terms of such Alternate Offer.

            (f) The Issuer will comply, to the extent applicable, with
the requirements of Section 14(e) and Rule 14e-1 of the Exchange Act and any
other applicable securities laws or regulations in connection with the
repurchase of Notes pursuant to a Change of Control Offer, including any
applicable securities laws of the United States. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.08, the Issuer will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
the provisions of this Section 4.08 by virtue of such compliance with these
securities laws or regulations.

SECTION 4.09. Limitation on Debt.

            (a) The Issuer will not, and will not permit any Restricted
Subsidiary to, Incur any Debt; provided, however, that (i) the Issuer and any
Restricted Subsidiary of the Issuer other than Quintiles and any Subsidiary of
Quintiles that is a Restricted Subsidiary may Incur Debt and Acquired Debt if
the Issuer's Fixed Charge Coverage Ratio for the most recently ended four fiscal
quarters for which financial statements have been filed with the Commission or
delivered to the Trustee (which, for periods prior to the quarter ended June 30,
2004, will include periods prior to the Issue Date) pursuant to Section 4.17
immediately preceding the date on which such Debt is Incurred would have been at
least 2.00 to 1.00 and (ii) Quintiles and any Subsidiary of Quintiles that is a
Restricted Subsidiary may Incur Debt and Acquired Debt if Quintiles' Fixed
Charge Coverage Ratio for the most recently ended four fiscal quarters for which
financial statements have been filed with the Commission or delivered to the
Trustee (which, for periods prior to the quarter ended June 30, 2004, will
include periods prior to the Issue Date) pursuant to Section 4.17 immediately
preceding the date on which such Debt is incurred would have been at least 2.00
to 1.00, in each case, determined on a pro forma basis (including pro forma
application of the net proceeds therefrom for such four-quarter period), as if
the additional Debt (including Acquired Debt) had been Incurred at the beginning
of such four-quarter period, with any revolving credit facility being deemed to
be utilized only to the extent of amounts outstanding thereunder.

            (b) Notwithstanding the immediately preceding paragraph, any or all
of the following Debt (collectively, "Permitted Debt") may be Incurred at any
time and without compliance with the immediately preceding paragraph:

            (1) Debt under a Credit Facility; provided that the aggregate
      principal amount of all such Debt under Credit Facilities shall not exceed
      the greater of (x) $385.0 million

                                      -58-

<PAGE>

      at any time outstanding less (i) the amount of any permanent mandatory
      repayments of principal of term loans made under a Credit Facility and
      (ii) the amount of any permanent mandatory repayments of principal of
      revolving loans made under a Credit Facility which was incurred under this
      Section 4.09(b)(1) which are accompanied by a corresponding permanent
      commitment reduction, in each case under clauses (i) and (ii) which are
      made with Net Available Cash from Asset Sales as required as a result of a
      sale of assets and (y) the product of 2.00 and the Consolidated EBITDA of
      the Restricted Subsidiaries for the most recently ended four fiscal
      quarters for which financial statements have been filed with the
      Commission or delivered to the Trustee pursuant to Section 4.17;

            (2) the Notes (excluding any Additional Notes) and related
      Subsidiary Guarantees, if any, and any Notes and related Subsidiary
      Guarantees, if any, issued in exchange for the Notes (excluding any
      Additional Notes) and related Subsidiary Guarantees, if any, pursuant to
      the Registration Rights Agreement;

            (3) Debt of the Issuer or any Restricted Subsidiary in respect of
      Capital Lease Obligations and Purchase Money Debt, provided that:

                  (i) the aggregate principal amount of such Debt secured
            thereby does not exceed the Fair Market Value (on the date of the
            Incurrence thereof) of the Property acquired, constructed or leased,
            and

                  (ii) the aggregate principal amount of all Debt Incurred and
            then outstanding pursuant to this Section 4.09(b)(3) and Permitted
            Refinancing of Debt Incurred and then outstanding pursuant to this
            Section 4.09(b)(3) does not exceed $75.0 million;

            (4) Debt (i) of the Issuer owing to and held by any Restricted
      Subsidiary and (ii) of a Restricted Subsidiary owing to and held by the
      Issuer or any other Restricted Subsidiary; provided, however, that any
      subsequent issue or transfer of Capital Stock or other event that results
      in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
      any subsequent transfer of any such Debt (except to the Issuer or a
      Restricted Subsidiary) shall be deemed, in each case, to constitute the
      Incurrence of such Debt by the issuer thereof not permitted by this
      Section 4.09(b)(4);

            (5) Debt Incurred and outstanding on or prior to the date on which
      such Person was acquired by the Issuer or any Restricted Subsidiary or
      assumed by the Issuer or any Restricted Subsidiary at the time of
      acquisition of all or any portion of the assets (or any business or
      product line of another Person) (other than Debt Incurred in connection
      with or to provide all or any portion of the funds or credit support
      utilized to consummate, the transaction or series of related transactions
      pursuant to which such Subsidiary became a Restricted Subsidiary or was
      acquired by the Issuer); provided, however, at the time of such
      acquisition and after giving effect thereto, the aggregate principal
      amount of

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<PAGE>

      all the Debt Incurred and then outstanding pursuant to this Section
      4.09(b)(5) and Permitted Refinancing of Debt Incurred and then outstanding
      pursuant to this Section 4.09(b)(5) does not exceed $25.0 million;

            (6) Debt under Interest Rate Agreements entered into by the Issuer
      or a Restricted Subsidiary in the ordinary course of its financial
      management and not for speculative purposes;

            (7) Debt under Currency Exchange Protection Agreements entered into
      by the Issuer or a Restricted Subsidiary in the ordinary course of its
      financial management and not for speculative purposes;

            (8) Debt under Commodity Price Protection Agreements entered into by
      the Issuer or a Restricted Subsidiary in the ordinary course of its
      financial management and not for speculative purposes;

            (9) Debt of the Issuer or a Restricted Subsidiary in connection with
      (i) one or more letters of credit issued by any of them in the ordinary
      course of business with respect to trade payables relating to the purchase
      of materials by such Persons and (ii) other letters of credit, surety,
      performance, appeal or similar bonds, banker's acceptances, completion
      guarantees or similar instruments issued in the ordinary course of
      business of the Issuer or a Restricted Subsidiary, including letters of
      credit or similar instruments pursuant to self-insurance and workers'
      compensation obligations; provided that upon the drawing of such letters
      of credit or other instrument, such obligations are reimbursed within 30
      days following such drawing; provided, further, that with respect to
      clauses (i) and (ii) above, such Debt is not in connection with the
      borrowing of money or the obtaining of advances;

            (10) Debt of the Issuer or a Restricted Subsidiary arising from the
      honoring by a bank or other financial institution of a check, draft or
      similar instrument written in the ordinary course of business and drawn
      against insufficient funds; provided that such Debt remains outstanding
      for ten Business Days or less;

            (11) Debt of the Issuer or a Restricted Subsidiary arising from
      agreements for indemnification, purchase price adjustment obligations and
      earn-outs or other similar obligations, in each case, Incurred or assumed
      in connection with the acquisition or disposition of any Property and
      including by way of merger or consolidation; provided that the maximum
      assumable liability in respect of all such obligations shall at no time
      exceed the gross proceeds actually received by the Issuer and the
      Restricted Subsidiaries, including the Fair Market Value of non-cash
      proceeds;

            (12) Debt of the Issuer or a Restricted Subsidiary consisting of a
      Guarantee of, or a Lien securing, Debt of the Issuer or a Restricted
      Subsidiary; provided that such Debt

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<PAGE>

      constitutes Debt that is permitted to be Incurred pursuant to this Section
      4.09, but subject to compliance with the other provisions described in
      Article Four;

            (13) Debt of the Issuer or a Restricted Subsidiary in respect of
      netting services, overdraft protection and otherwise in connection with
      deposit accounts; provided that such Debt remains outstanding for ten
      Business Days or less;

            (14) Debt of the Issuer or a Restricted Subsidiary that was
      outstanding on the Issue Date and is not otherwise described in Sections
      4.09(b)(1) through (13) above;

            (15) Guarantees in the ordinary course of business of the
      obligations of suppliers, customers, franchisers and licensees;

            (16) Permitted Refinancing Debt; and

            (17) Debt of the Issuer or a Restricted Subsidiary or the issuance
      of Disqualified Stock in a principal amount or liquidation value, as
      applicable, outstanding at any one time not to exceed $100.0 million in
      the aggregate for all such Debt and Disqualified Stock (which Debt may,
      but need not, be incurred, in whole or in part, under a Credit Facility).

            For the purposes of determining compliance with this Section 4.09,
in the event that an item of Debt meets the criteria of more than one of the
types of Debt permitted by this Section 4.09 or is entitled to be Incurred
pursuant to Section 4.09(a), the Issuer in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or
a portion of such item of Debt in any manner that complies with this Section
4.09.

            Debt permitted by this Section 4.09 need not be permitted solely by
reference to one provision permitting such Debt but may be permitted in part by
one such provision and in part by one or more other provisions of this Section
4.09 permitting such Debt.

            For the purposes of determining any particular amount of Debt under
this Section 4.09, (a) Guarantees, Liens, obligations with respect to letters of
credit and other obligations supporting Debt otherwise included in the
determination of a particular amount will not be included and (b) any Liens
granted to the Holders of the Notes that are permitted by Section 4.11 will not
be treated as Debt.

            For purposes of determining compliance with any dollar-denominated
restriction on the Incurrence of Debt, with respect to any Debt which is
denominated in a foreign currency, the dollar-equivalent principal amount of
such Debt Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Debt was Incurred, and
any such foreign-denominated Debt may be refinanced or replaced or subsequently
refinanced or replaced in an amount equal to the dollar equivalent principal
amount of such Debt on

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<PAGE>

the date of such refinancing or replacement whether or not such amount is
greater or less than the dollar-equivalent principal amount of the Debt on the
date of initial Incurrence.

            If obligations in respect of letters of credit are Incurred pursuant
to the Credit Facility and are being treated as Incurred pursuant to Section
4.09(b)(1) and the letters of credit relate to other Debt, then such other Debt
shall be deemed not Incurred.

            Notwithstanding any other provision of this Section 4.09, neither
the Issuer nor any Subsidiary Guarantor, if any, shall Incur any Debt that is
expressly subordinated in right of payment to any other Debt of the Issuer or
such Subsidiary Guarantor unless such Debt is also by its terms expressly
subordinated in right of payment to the Notes or the applicable Subsidiary
Guarantee, as the case may be, to the same or a greater extent and in the same
manner as such Debt is subordinated to such other Debt. No Debt will be deemed
to be Subordinated Debt solely by virtue of being unsecured.

SECTION 4.10. Limitation on Restricted Payments.

            (a) The Issuer shall not make, and shall not permit any
Restricted Subsidiary to make, any Restricted Payment if at the time of, and
after giving effect to, such proposed Restricted Payment,

            (1) a Default or Event of Default shall have occurred and be
      continuing,

            (2) (A) with respect to a Restricted Payment by the Issuer or any
      Restricted Subsidiary other than Quintiles and Subsidiaries of Quintiles
      that are Restricted Subsidiaries, immediately after giving effect to such
      transaction on a pro forma basis, the Issuer could not Incur $1.00 of
      additional Debt pursuant to clause (i) of the first paragraph of Section
      4.09(a) (it being understood that for purposes of calculating the Fixed
      Charge Coverage Ratio for this purpose only, any of the Issuers' non-cash
      interest expense and amortization of original issue discount shall be
      excluded),

                  (B) with respect to a Restricted Payment by Quintiles or any
      Subsidiary of Quintiles that is a Restricted Subsidiary, immediately after
      giving effect to such transaction on a pro forma basis, Quintiles could
      not incur at least $1.00 of additional Debt pursuant to clause (ii) of
      Section 4.09(a);

            (3) the aggregate amount of such Restricted Payment and all other
      Restricted Payments declared or made since the Merger Date (the amount of
      any Restricted Payment, if made other than in cash, to be based upon Fair
      Market Value) would exceed an amount equal to the sum of:

                  (i) 50% of the aggregate amount of Consolidated Net
            Income (it being understood that for purposes of calculating
            Consolidated Net Income for this Sec-

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<PAGE>

            tion 4.10(a)(3)(i) only, any of the Issuer's noncash interest
            expense or amortization of original issue discount shall be
            excluded) of the Issuer accrued on a cumulative basis during the
            period (treated as one accounting period) from July 1, 2003 to the
            end of the most recent fiscal quarter ended prior to the date of
            such proposed Restricted Payment for which financial statements are
            available pursuant to Section 4.17 (or if the aggregate amount of
            cumulative Consolidated Net Income for such period shall be a
            deficit, minus 100% of such deficit), plus

                  (ii) 100% of Capital Stock Sale Proceeds and cash
            capital contributions after the Merger Date by a Person who is not
            the Issuer or a Restricted Subsidiary of the Issuer, plus (without
            duplication)

                  (iii) the aggregate net cash proceeds received by the
            Issuer or a Restricted Subsidiary from the issuance or sale after
            the Merger Date of convertible or exchangeable Debt or Disqualified
            Stock that has been converted into or exchanged for its Capital
            Stock (other than Disqualified Stock) together with the aggregate
            net cash proceeds received by the Issuer or a Restricted Subsidiary
            at the time of such conversion or exchange, but excluding: (x) any
            such Debt issued or sold to the Issuer or a Restricted Subsidiary or
            an employee stock ownership plan or trust established by the Issuer
            or a Restricted Subsidiary for the benefit of its employees and (y)
            the aggregate amount of any cash or other Property distributed by
            the Issuer or a Restricted Subsidiary upon any such conversion or
            exchange, plus (without duplication);

                  (iv) an amount equal to the sum of:

                        (A) the net reduction in Investments made after the
                  Merger Date in any Person other than the Issuer or a
                  Restricted Subsidiary resulting from dividends, repayments of
                  loans or advances, return of capital or other transfers, sales
                  or liquidations of Property or any other disposition or
                  repayment of such Investments, in each case to the Issuer or
                  any Restricted Subsidiary from any Person (other than the
                  Issuer or a Restricted Subsidiary), less the cost of the
                  disposition of such Investments; and

                        (B) the Fair Market Value of the Investment of the
                  Issuer and the Restricted Subsidiaries in an Unrestricted
                  Subsidiary or other Person at the time such Unrestricted
                  Subsidiary or other Person is designated a Restricted
                  Subsidiary; provided, however, that the sum of (A) and (B)
                  described in this Section 4.10(a)(3)(iv) shall not exceed the
                  sum of the amount of Investments made prior to the date of
                  determination (and treated as a Restricted Payment) by the
                  Issuer or a Restricted Subsidiary in such Person, plus

                                      -63-

<PAGE>

                  (v) $15.0 million.

            (b) Notwithstanding the foregoing limitation, the Issuer or a
Restricted Subsidiary may:

            (1) pay dividends on Capital Stock of the Issuer within 60 days of
      the declaration thereof if, on said declaration date, such dividends could
      have been paid in compliance with this Indenture (such dividend to be
      included in the calculation of the amount of Restricted Payments only at
      the time such dividend is paid);

            (2) purchase, repurchase, redeem, legally defease, acquire or retire
      for value Capital Stock of the Issuer, or options, warrants or other
      rights to acquire such Capital Stock, in exchange for, or out of the
      proceeds of the substantially concurrent sale of, Capital Stock (other
      than Disqualified Stock) of the Issuer or options, warrants or other
      rights to acquire such Capital Stock (other than any such Capital Stock
      (or options, warrants or other rights to acquire such Capital Stock)
      issued or sold to a Restricted Subsidiary or an employee stock ownership
      plan or trust established by the Issuer or such Restricted Subsidiary for
      the benefit of its employees and except to the extent that any purchase
      made pursuant to such issuance or sale is financed by the Issuer or a
      Restricted Subsidiary) or a capital contribution to the Issuer from a
      person other than the Issuer or a Restricted Subsidiary; provided,
      however, that such purchase, repurchase, redemption, legal defeasance,
      acquisition or retirement shall not be included in the calculation of the
      amount of Restricted Payments and the Capital Stock Sale Proceeds from
      such exchange or sale shall not be included in the calculation pursuant to
      Section 4.10(a)(3)(ii) above;

            (3) purchase, repurchase, redeem, legally defease, acquire or retire
      for value any Subordinated Obligations in exchange for or out of the
      proceeds of the substantially concurrent sale of Capital Stock (other than
      Disqualified Stock) of the Issuer or options, warrants or other rights to
      acquire such Capital Stock (other than any such Capital Stock (or options,
      warrants or other rights to acquire such Capital Stock) issued or sold to
      a Restricted Subsidiary or an employee stock ownership plan or trust
      established by the Issuer or such Restricted Subsidiary for the benefit of
      its employees and except to the extent that any purchase made pursuant to
      such issuance or sale is financed by the Issuer or a Restricted
      Subsidiary) or a capital contribution to the Issuer from a person other
      than the Issuer or a Restricted Subsidiary; provided that such purchase,
      repurchase, redemption, legal defeasance, acquisition or retirement shall
      not be included in the calculation of the amount of Restricted Payments
      and the Capital Stock Sale Proceeds from such exchange or sale shall not
      be included in the calculation pursuant to Section 4.10(a)(3)(ii) above;

            (4) purchase, repurchase, redeem, legally defease, acquire or retire
      for value any Subordinated Obligations in exchange for, or out of the
      proceeds of the substantially concurrent sale of, Permitted Refinancing
      Debt; provided that such purchase, repurchase,

                                     -64-

<PAGE>

      redemption, legal defeasance, acquisition or retirement shall not be
      included in the calculation of the amount of Restricted Payments;

            (5) so long as no Default has occurred and is continuing, repurchase
      or otherwise acquire, or pay dividends directly or indirectly to Holding
      to provide Holding amounts to repurchase or otherwise acquire, shares of,
      or options to purchase shares of, Quintiles', the Issuer's or Holding's
      Capital Stock from their respective employees, former employees, directors
      or former directors, consultants or former consultants (or permitted
      transferees of such employees, former employees, directors or former
      directors or consultants or former consultants), pursuant to the terms of
      agreements (including, without limitation, employment agreements) or plans
      or in each case amendments thereto approved by the Board of Directors of
      Quintiles, the Issuer or Holding, as the case may be, under which such
      individuals purchase or sell, or are granted the option to purchase or
      sell, shares of such Capital Stock; provided that the aggregate amount of
      all such repurchases and other acquisitions and dividends (other than such
      repurchases or other acquisitions or dividends made in connection with the
      Merger, which shall not be limited) shall not exceed $5.0 million in any
      calendar year (any such amounts not used in a calendar year shall be
      available for use in any subsequent year) plus the proceeds of any "key
      man" life insurance policies that are used to make such repurchases of
      shares owned by the "key man" or his estate; provided, further, that such
      repurchase or other acquisition or dividend shall not be included in the
      calculation of the amount of Restricted Payments and the Capital Stock
      Sale Proceeds from such sales shall not be included in the calculation
      pursuant to Section 4.10(a)(3)(ii) above;

            (6) make cash payments, or pay dividends directly or indirectly to
      Holding to provide Holding amounts to make cash payments, in lieu of
      issuance of fractional shares in connection with the exercise of warrants,
      options or other securities convertible into or exchangeable for
      Quintiles', the Issuer's or Holding's Capital Stock; provided that any
      such payments and dividends shall not be included in the calculation of
      the amount of Restricted Payments;

            (7) repurchase, or pay dividends directly or indirectly to Holding
      to provide Holding amounts to repurchase, Quintiles', the Issuer's or
      Holding's Capital Stock to the extent such repurchase is deemed to occur
      upon a cashless exercise of stock options or warrants; provided that all
      such repurchases and dividends shall not be included in the calculation of
      the amount of Restricted Payments and no proceeds in respect of the
      issuance of such Capital Stock shall be deemed to have been received for
      the purposes of Section 4.10(a)(3)(ii) above;

            (8) repurchase or redeem, or pay dividends directly or indirectly to
      Holding to provide Holding amounts to repurchase or redeem, preferred
      stock purchase rights issued in connection with any shareholder rights
      plan of Quintiles, the Issuer or Holding, as the

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<PAGE>

      case may be; provided that any such payments shall not be included in the
      calculation of the amount of Restricted Payments;

            (9) so long as no Default or Event of Default shall have occurred
      and be continuing, repurchase any Subordinated Obligations or Disqualified
      Stock of the Issuer or a Restricted Subsidiary, if any, at a purchase
      price not greater than 101% of the principal amount or liquidation
      preference of such Subordinated Obligation or Disqualified Stock plus
      accrued and unpaid interest or dividends, as appropriate, in the event of
      a Change of Control pursuant to a provision similar to Section 4.08 in the
      documents governing such Subordinated Obligation or Disqualified Stock;
      provided that prior to consummating any such repurchase, the Issuer has
      made the Change of Control Offer required by this Indenture and has
      repurchased all Notes validly tendered for payment in connection with such
      Change of Control Offer; provided, further, that such payments shall be
      included in the calculation of the amount of Restricted Payments;

            (10) so long as no Default or Event of Default shall have occurred
      and be continuing, following an Asset Sale, to the extent permitted by
      Section 4.12, and using the Net Available Cash generated from such Asset
      Sale, repurchase any Subordinated Obligation or Disqualified Stock of the
      Issuer, a Restricted Subsidiary or a Guarantor of the Quintiles Notes at a
      purchase price not greater than 100% of the principal amount or
      liquidation preference of such Subordinated Obligation or Disqualified
      Stock plus accrued and unpaid interest or dividends, as appropriate,
      pursuant to a provision similar to Section 4.12 in the documents governing
      such Subordinated Obligation or Disqualified Stock; provided that prior to
      consummating any such repurchase, the Issuer has made the Prepayment Offer
      required by this Indenture and has repurchased all Notes validly tendered
      for payment in connection with such Prepayment Offer; provided, further,
      that such payments shall be included in the calculation of the amount of
      Restricted Payments;

            (11) so long as no Default or Event of Default shall have occurred
      and be continuing, the Issuer and any Restricted Subsidiary may pay
      dividends directly or indirectly to Holding to provide Holding amounts to
      purchase its common stock for contribution to employee stock purchase and
      deferred compensation plans, in the ordinary course of business; provided
      that the aggregate amount of dividends paid in reliance on this Section
      4.10(b)(11) shall not exceed $5.0 million in any calendar year; provided,
      further, that such payments shall be included in the calculation of the
      amount of Restricted Payments;

            (12) so long as no Default or Event of Default shall have occurred
      and be continuing, make payments directly or indirectly to Holding to pay
      fees and expenses (A) pursuant to the Management Agreements in an amount
      not to exceed in any calendar year the aggregate amount of $3.75 million
      plus an amount equal to the cumulative CPI Increase Amount for each
      calendar year following the Merger Date (the "Management Payment") and (B)
      pursuant to the Fee Agreement, the Subscription Agreements, the DG

                                      -66-

<PAGE>

      Equity Rollover Agreement, as well as in connection with the Transactions,
      not to exceed the aggregate amount of $140 million collectively; provided
      that no payments to Holding with respect to such fees and expenses
      described in this Section 4.10(b)(12) shall be paid to the extent the
      Issuer or its Subsidiaries has already paid such fees and expenses;
      provided, further, however, that such payments shall be excluded in the
      calculation of the amount of Restricted Payments;

            (13) pay dividends directly or indirectly to Holding to be used by
      Holding solely to pay its franchise taxes and other fees required to
      maintain its corporate existence and to pay for other taxes and general
      corporate and overhead expenses (including salaries and other compensation
      of employees) incurred by Holding in the ordinary course of its business
      as a holding company for the Issuer; provided, however, that such
      dividends shall not exceed $500,000 in any calendar year; provided,
      further, however, that such dividends shall be excluded in the calculation
      of the amount of Restricted Payments;

            (14) pay dividends, distributions or advances directly or indirectly
      to Holding to be used by Holding to pay consolidated combined or similar
      Federal, state and local taxes payable by Holding and directly
      attributable to (or arising as a result of) the operations of the Issuer
      and its Subsidiaries; provided, however, that (A) the amount of such
      dividends, distributions or advances paid shall not exceed the amount that
      would be due with respect to a consolidated, combined or similar Federal,
      state or local tax return that included the Issuer and its Subsidiaries
      and (B) such dividends, distributions or advances paid pursuant to this
      Section 4.10(b)(14) are used by Holding for such purposes within 90 days
      of the receipt of such dividends; provided, further, however, that such
      dividends, distributions or advances paid shall be excluded in the
      calculation of the amount of Restricted Payments;

            (15) so long as no Default or Event of Default shall have occurred
      and be continuing, make any other Restricted Payment so long as the Total
      Leverage Ratio, after giving effect to such Restricted Payment, is less
      than 2.80x; provided, however, that the aggregate amount of such payments
      pursuant to this Section 4.10(b)(15) shall not exceed $75.0 million;
      provided, further, however, that such payments made shall be included in
      the calculation of the amount of Restricted Payments;

            (16) so long as no Default or Event of Default shall have occurred
      and be continuing, make any other Restricted Payment which, together with
      all other Restricted Payments made pursuant to this Section 4.10(b)(16)
      since the Issue Date, does not exceed $25.0 million; provided that such
      payments shall be included in the calculation of the amount of Restricted
      Payments;

            (17) pay dividends or distributions to Holding with the net proceeds
      received by the Issuer from the sale of the Notes; provided, however, that
      such dividend or distribution shall be excluded in the calculation of the
      amount of Restricted Payments; and

                                      -67-

<PAGE>

            (18) pay dividends on the Issuer's Capital Stock following the first
      Public Equity Offering after the Issue Date of up to 6% per annum of the
      net proceeds received by or contributed to the Issuer in any past or
      future public equity offering, other than public equity offerings with
      respect to the Issuer's Capital Stock registered on Form S-8.

            The amount of any non-cash Restricted Payment shall be deemed to be
equal to the Fair Market Value thereof at the date of making such Restricted
Payment.

SECTION 4.11. Limitation on Liens.

            The Issuer shall not Incur or suffer to exist any Lien (other than
Permitted Liens) upon any of its Property (including Capital Stock of a
Subsidiary and intercompany notes), or any interest therein or any income or
profits therefrom unless; in the case of a Lien securing Senior Debt, the Notes
are equally and ratably secured by a Lien on such Property or such interest
therein or profits therefrom for so long as such Senior Debt is so secured and,
in the case of a Lien securing Subordinated Obligations, the Notes are secured
by a Lien on such Property or such interest therein or such income or profits
therefrom that is senior in priority to the Lien securing such Subordinated
Obligations for so long as such Subordinated Obligations are so secured.

SECTION 4.12.     Limitation on Asset Sales.

            (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, consummate any Asset Sale unless:

            (1) the Issuer or such Restricted Subsidiary receives consideration
      at least equal to the Fair Market Value (as of the time of such Asset
      Sale) of the Property subject to such Asset Sale;

            (2) in the case of Asset Sales which are not Permitted Asset Swaps,
      at least 75% of the consideration paid to the Issuer (as measured at the
      time of such Asset Sale without giving effect to any future change in the
      value of such consideration following consummation of the Asset Sale) or
      such Restricted Subsidiary in connection with such Asset Sale is in the
      form of (A) cash or Temporary Cash Investments; (B) the assumption by the
      purchaser of liabilities of the Issuer or any Restricted Subsidiary (other
      than liabilities that are by their terms subordinated to the Notes or any
      Subsidiary Guarantee of such Restricted Subsidiary) as a result of which
      the Issuer and the Restricted Subsidiaries are no longer obligated with
      respect to such liabilities; (C) any securities, notes or other
      obligations received by the Issuer or a Restricted Subsidiary from such
      transferee that are converted into cash (to the extent of the cash
      received) within 90 days after receipt; (D) Properties to be used by the
      Issuer or a Restricted Subsidiary in a Related Business or Capital Stock
      of an entity engaged in a Related Business so long as the receipt of such

                                      -68-

<PAGE>

      Capital Stock is a Permitted Investment or otherwise complies with Section
      4.10; or (E) a combination of the consideration specified in clauses (A)
      through (D); and

            (3) the Issuer delivers an Officers' Certificate to the Trustee
      certifying that such Asset Sale complies with Sections 4.12(a)(1) and (2).

            (b) The Net Available Cash (or any portion thereof) from
Asset Sales may be applied by the Issuer or a Restricted Subsidiary, to the
extent the Issuer or a Restricted Subsidiary elects (or is required by the terms
of any Debt):

            (1) to permanently prepay or permanently repay, repurchase or redeem
      any (i) Senior Debt, (ii) Debt which had been secured by the assets sold
      in the relevant Asset Sale and (iii) Debt of a Restricted Subsidiary;
      provided that, if an offer to purchase any Debt of a Restricted Subsidiary
      is made in accordance with the terms of such Debt, such Debt of such
      Restricted Subsidiary will be deemed to have been paid or repaid to the
      extent of the amount of the offer, whether or not accepted by the holders
      thereof, and the Offer Amount will be reduced by the amount of such offer;
      or

            (2) to reinvest in Additional Assets (including by means of an
      Investment in Additional Assets with Net Available Cash received by the
      Issuer or a Restricted Subsidiary); or

            (3) a combination of repayment and reinvestment permitted by the
      foregoing Sections 4.12(b)(1) and (2).

            (c) Pending the final application of the Net Available Cash
(or any portion thereof), the Issuer or a Restricted Subsidiary may temporarily
repay Senior Debt or otherwise invest such Net Available Cash in Temporary Cash
Investments.

            (d) Any Net Available Cash from an Asian Subsidiary Equity
Offering may be retained by the Subsidiary making the Equity Offering and/or
used for any purpose not restricted by this Indenture until such time as such
Net Available Cash is repatriated to the United States, if at all, at which time
it shall be applied as set forth above within 395 days of repatriation or, if
not applied within such 395 day period following repatriation, as set forth
below. Subject to the immediately preceding sentence, any Net Available Cash
from an Asset Sale not applied in accordance with Section 4.12(b) within 395
days (or if a binding agreement to reinvest has been entered into within 395
days, such reinvestment occurs within 90 days of the end of the 395 day period)
from the date of the receipt of such Net Available Cash shall constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Issuer will be required to make an offer to purchase (the "Prepayment
Offer") on a pro rata basis from all Holders, the maximum principal amount at
maturity of the Notes and any other Debt of the Issuer outstanding on the date
of the Prepayment Offer that is pari passu in right of payment with the Notes or
a Subsidiary Guarantee, if any, and subject to terms and conditions in respect
of As-

                                -69-

<PAGE>

set Sales similar in all material respects to this Section 4.12 and requiring
the Issuer to make an offer to purchase such Debt at substantially the same time
as the Prepayment Offer, which can be purchased with the Allocable Excess
Proceeds, at a purchase price equal to 100% of the Accreted Value thereof, plus
accrued and unpaid interest, if any, to the purchase date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date), in accordance with the procedures (including
prorating in the event of oversubscription) set forth herein. To the extent that
any portion of the amount of Net Available Cash remains after compliance with
the preceding sentence, the Issuer or such Restricted Subsidiary may use such
remaining amount for any purpose not restricted by this Indenture and the amount
of Excess Proceeds will be reset to zero.

            The term "Allocable Excess Proceeds" will mean the product of:

            (a) the Excess Proceeds and

            (b) a fraction,

                  (1) the numerator of which is the aggregate principal
            amount at maturity of the Notes outstanding on the date of the
            Prepayment Offer, together with any accrued and unpaid interest, and

                  (2) the denominator of which is the sum of (A) the
            aggregate principal amount at maturity of the Notes outstanding on
            the date of the Prepayment Offer, together with any accrued and
            unpaid interest, and (B) the aggregate principal amount at maturity
            of other Debt of the Issuer or a Subsidiary Guarantee, if any,
            outstanding on the date of the Prepayment Offer that is pari passu
            in right of payment with the Notes or a Subsidiary Guarantee, if
            any, as the case may be, and subject to terms and conditions in
            respect of Asset Sales similar in all material respects this Section
            4.12 and requiring the Issuer or a Subsidiary Guarantor, if any, to
            make an offer to purchase such Debt at substantially the same time
            as the Prepayment Offer (subject to proration in the event that such
            amount is less than the aggregate offer price of all Notes
            tendered).

            (e) Within 15 Business Days after the Issuer is obligated to
make a Prepayment Offer as described in Section 4.12(d), the Issuer shall send a
written notice, by first-class mail, to the holders of Notes with a copy to the
Trustee, accompanied by such information regarding the Issuer as the Issuer in
good faith believes will enable such Holders to make an informed decision with
respect to such Prepayment Offer. Such notice shall state, among other things,
the purchase price and the purchase date (the "Purchase Date"), which shall be,
subject to any contrary requirements of applicable law, a Business Day no
earlier than 20 Business Days nor later than 60 Business Days from the date such
notice is mailed.

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<PAGE>

            (f) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the holders of the Notes as provided in Section
4.12(e), the Issuer shall deliver to the Trustee an Officers' Certificate as to
(i) the amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation
of the Net Available Cash from the Asset Sales pursuant to which such Prepayment
Offer is being made and (iii) the compliance of such allocation with the
provisions of Section 4.12(b). On or before the Purchase Date, the Issuer shall
also irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Issuer or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) in cash or Temporary Cash Investments (other than in those
enumerated in clause (b) of the definition of Temporary Cash Investments),
maturing on the last day prior to the Purchase Date or on the Purchase Date if
funds are immediately available by the opening of business, an amount equal to
the Offer Amount to be held for payment in accordance with the provisions of
this Section 4.12. Upon the expiration of the period for which the Prepayment
Offer remains open (the "Offer Period"), the Issuer shall deliver to the Trustee
for cancellation the Notes or portions thereof that have been properly tendered
to and are to be accepted by the Issuer. The Trustee or the Paying Agent shall,
on the Purchase Date, mail or deliver payment to each tendering Holder in the
amount of the purchase price. In the event that the aggregate purchase price of
the Notes delivered by the Issuer to the Trustee is less than the Offer Amount,
the Trustee or the Paying Agent shall deliver the excess to the Issuer
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.12.

            (g) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Issuer or its agent at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to withdraw
their election if the Trustee or the Issuer receives not later than one Business
Day prior to the Purchase Date a telegram, telex, facsimile transmission,
electronic mail or letter setting forth the name of the Holder, the principal
amount at maturity of the Note that was delivered for purchase by the Holder and
a statement that such Holder is withdrawing its election to have such Note
purchased. If at the expiration of the Offer Period the aggregate Accreted Value
of Notes surrendered by Holders exceeds the Offer Amount, the Issuer shall
select the Notes to be purchased on pro rata basis for all Notes (with such
adjustments as may be deemed appropriate by the Issuer so that only Notes in
denominations of $1,000 principal amount at maturity, or integral multiples
thereof, shall be purchased). Holders whose Notes are purchased only in part
shall be issued new Notes equal in principal amount at maturity to the
unpurchased portion of the Notes surrendered.

            (h) At the time the Issuer or its agent delivers Notes to the
Trustee that are to be accepted for purchase, the Issuer shall also deliver an
Officers' Certificate stating that such Notes are to be accepted by the Issuer
pursuant to and in accordance with the terms of this Section 4.12. A Note shall
be deemed to have been accepted for purchase at the time the Trustee or the
Paying Agent mails or delivers payment therefor to the surrendering Holder.

                                      -71-

<PAGE>

            (i) The Issuer will comply, to the extent applicable, with the
requirements of Section 14(e) and Rule 14e-1 of the Exchange Act and any other
applicable securities laws or regulations in connection with the repurchase of
Notes pursuant to the covenant described hereunder, including any applicable
securities laws of the United States. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.12,
the Issuer will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.12 by
virtue thereof.

            (j) At its option, the Issuer may satisfy, in whole or in
part, its obligation to make a Prepayment Offer hereunder by delivering to the
Trustee (i) Notes which have been acquired (other than pursuant to a Prepayment
Offer) by the Issuer no more than 90 days prior to or 365 days after the date of
such Asset Sale, together with an Officers' Certificate stating the election of
the Issuer to have credited against its obligation hereunder the principal
amount at maturity of Notes so delivered and ordering the Trustee to cancel such
Notes, (ii) an Officers' Certificate stating the election of the Issuer to have
credited against its obligation hereunder a specified principal amount at
maturity of Notes which have been acquired (other than pursuant to a Prepayment
Offer) no more than 90 days prior to or 365 days after the date of such Asset
Sale by the Issuer and theretofore surrendered to the Trustee for cancellation,
or (iii) a combination of the foregoing. All Notes made the basis of a credit
hereunder shall be credited at the principal amount at maturity thereof.

SECTION 4.13. Limitation on Restrictions on Distributions from Restricted
              Subsidiaries.

            (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or suffer to exist any consensual
restriction on the right of any Restricted Subsidiary to:

            (1) pay dividends, in cash or otherwise, or make any other
      distributions on or in respect of its Capital Stock to the Issuer or any
      other Restricted Subsidiary,

            (2) pay any Debt or other obligation owed to the Issuer or any other
      Restricted Subsidiary,

            (3) make any loans or advances to the Issuer or any other Restricted
      Subsidiary, or

            (4) transfer any of its Property to the Issuer or any other
      Restricted Subsidiary.

                                      -72-
<PAGE>

            (b) The foregoing limitations will not apply:

            (1) with respect to Sections 4.13(a)(1), (2), (3) and (4), to
      restrictions which are:

                  (A) in effect on the Issue Date (as such restrictions may be
            amended from time to time; provided that any such amendment is not
            materially more restrictive as to such Restricted Subsidiary);

                  (B) imposed by the Notes or this indenture, or by indentures
            governing other Debt the Issuer Incurs (and, if such Debt is
            Guaranteed, by the guarantors of such Debt) ranking on a parity with
            the Notes, provided that the restrictions imposed by such indentures
            are no more restrictive than the restrictions imposed by this
            Indenture;

                  (C) imposed by a Credit Facility with respect to Debt
            permitted to be Incurred on or subsequent to the date hereof
            pursuant to Section 4.09(b)(1);

                  (D) relating to Debt of a Restricted Subsidiary existing at
            the time it became a Restricted Subsidiary if such restriction was
            not created in connection with or in anticipation of the transaction
            or series of related transactions pursuant to which such Restricted
            Subsidiary became a Restricted Subsidiary or was acquired by the
            Issuer or a Restricted Subsidiary (as such restrictions may be
            amended from time to time in a manner not materially more
            restrictive as to such Restricted Subsidiary);

                  (E) resulting from the Refinancing of Debt outstanding
            pursuant to an agreement referred to in Section 4.13(b)(1)(A), (B)
            or (D) above; provided such restriction is no less favorable in any
            material respect to the Holders of the Notes than those under the
            agreement evidencing the Debt so Refinanced when taken as a whole;

                  (F) restrictions on cash or other deposits or net worth
            imposed by leases or other agreements entered into in the ordinary
            course of business;

                  (G) any encumbrances or restrictions required by any foreign
            or U.S. governmental, local or regulatory authority having
            jurisdiction over the Issuer or any Restricted Subsidiary or any of
            their businesses in connection with any development grant made or
            other assistance provided to the Issuer or any Restricted Subsidiary
            by such governmental authority;

                  (H) customary provisions in joint venture or similar
            agreements or other arrangements with minority investors in
            Restricted Subsidiaries and cus-

                                      -73-
<PAGE>

            tomary provisions in Debt incurred by Restricted Subsidiaries
            organized outside the United States; provided, however, that such
            encumbrance or restriction is applicable only to such Restricted
            Subsidiary; and provided, further, that the Issuer determines that
            any such encumbrance or restriction will not materially affect the
            ability of the Issuer to make any anticipated payments of principal
            or interest on the Notes;

                  (I) customary restrictions contained in asset sale, stock
            sale, merger and other similar agreements limiting the transfer,
            disposition or distribution of such Property pending the closing of
            such sale, including any restriction imposed with respect to such
            Restricted Subsidiary pursuant to an agreement to dispose of all or
            substantially all the Capital Stock or assets of such Restricted
            Subsidiary;

                  (J) customary restrictions imposed on the transfer of
            copyrighted or patented materials or other intellectual property and
            customary provisions in agreements that restrict the assignment of
            such agreements or any rights thereunder or in leases governing
            leasehold interests;

                  (K) any agreement for the sale or other disposition of a
            Restricted Subsidiary that restricts distributions of assets
            (including Capital Stock) by that Restricted Subsidiary pending its
            sale or other disposition;

                  (L) restrictions on Debt Incurred by Non-U.S. Subsidiaries;
            provided that such restrictions are then customary for Debt of such
            type Incurred in such jurisdiction; or

                  (M) restrictions resulting from any U.S. or foreign law, rule,
            regulation or order applicable to the Issuer or any Restricted
            Subsidiary.

            (2) with respect to Section 4.13(a)(4) only, to restrictions:

                  (A) relating to Debt that is permitted to be Incurred and
            secured without also securing the Notes pursuant to the covenant
            described under Section 4.11 that limit the right of the debtor to
            dispose of the Property securing such Debt;

                  (B) encumbering Property at the time such Property was
            acquired by the Issuer or any Restricted Subsidiary, so long as such
            restrictions relate solely to the Property so acquired and were not
            created in connection with or in anticipation of such acquisition;

                  (C) resulting from customary provisions restricting subletting
            or assignment of leases or customary provisions in other agreements
            that restrict assignment of such agreements or rights thereunder;

                                      -74-
<PAGE>

                  (D) imposed by virtue of any transfer of, agreement to
            transfer, option or right with respect to or Lien on any Property of
            the Issuer or the relevant Restricted Subsidiary not otherwise
            prohibited by this Indenture; or

                  (E) imposed under any Purchase Money Debt or Capital Lease
            Obligation in the ordinary course of business with respect only to
            the Property the subject thereof.

SECTION 4.14. Limitation on Transactions with Affiliates.

            (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, enter into or suffer to exist any transaction or series of
related transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with, or
for the benefit of, any Affiliate of the Issuer (an "Affiliate Transaction"),
unless:

            (1) the terms of such Affiliate Transaction are no less favorable to
      the Issuer or such Restricted Subsidiary, as the case may be, than those
      that could be obtained in a comparable arm's-length transaction with a
      Person that is not an Affiliate of the Issuer,

            (2) if such Affiliate Transaction involves aggregate payments or
      value in excess of $10.0 million, a majority of the disinterested members
      of the Board of Directors of the Issuer or, if there is only one
      disinterested director, such disinterested director determines that such
      Affiliate Transaction complies with Section 4.14(a)(1) as evidenced in the
      minutes or other evidence of Board action, and

            (3) if such Affiliate Transaction involves aggregate payments or
      value in excess of $50.0 million, the Issuer obtains a written opinion
      from an Independent Financial Advisor to the effect that (i) the
      consideration to be paid or received in connection with such Affiliate
      Transaction is fair, from a financial point of view, to the Issuer or such
      Restricted Subsidiary, as applicable, or (ii) is not less favorable to the
      Issuer and its Restricted Subsidiaries than could reasonably be expected
      to be obtained at the time in an arm's length transaction with a Person
      who was not an Affiliate. For purposes of this Section 4.14(a)(3) only,
      any contract or series of related contracts for the rendering of services
      entered into in the ordinary course of business by the Issuer or any
      Restricted Subsidiary with any other Person will not be deemed to be in
      excess of $50.0 million if, when entered into, (x) the payments made or to
      be made by the Issuer and the Restricted Subsidiaries, and (y) the value
      of services performed by the Issuer and the Restricted Subsidiaries in
      connection with such contract or series of related contracts do not
      exceed, and are not then reasonably expected by the Board of Directors of
      the Issuer in its good faith judgment to exceed, $50.0 million.

            (b) Notwithstanding the foregoing limitation, the Issuer or any
Restricted Subsidiary may make, engage in, enter into or suffer to exist the
following:

                                      -75-
<PAGE>

            (1) any transaction or series of related transactions between or
      among the Issuer or one or more Restricted Subsidiaries or between or
      among two or more Restricted Subsidiaries;

            (2) any Restricted Payment permitted to be made pursuant to Section
      4.10 or any Permitted Investment;

            (3) the payment of reasonable compensation (including awards or
      grants in cash, securities or other payments) for the personal services of
      officers, directors, consultants and employees of the Issuer or any
      Restricted Subsidiary in the ordinary course of business;

            (4) entering into, or adoption or modification or amendment to, or
      transaction or other arrangements or payments or reimbursements pursuant
      to employment agreements, collective bargaining agreements, employee
      benefit plans or arrangements for employees, officers or directors,
      including vacation plans, health and life insurance plans, deferred
      compensation plans, directors' and officers' indemnification arrangements
      and retirement or savings plans, stock option, stock ownership and similar
      plans so long as the Board of Directors of the Issuer in good faith shall
      have approved the terms thereof;

            (5) loans and advances to officers, directors or employees (or
      guarantees of third party loans to officers, directors or employees) made
      in the ordinary course of business, provided that such loans and advances
      do not exceed $8.0 million in the aggregate at any one time outstanding;

            (6) transactions with customers, clients, suppliers or purchasers or
      sellers of goods or services, in each case in the ordinary course of
      business and otherwise in compliance with the terms of this Indenture,
      which are fair to the Issuer or the Restricted Subsidiary, as the case may
      be, or are on terms no less favorable than might reasonably have been
      obtained at such time from an unaffiliated party; provided that such
      transactions are approved by a majority of disinterested directors of the
      Board of Directors of the Issuer or, if there is only one disinterested
      director, such director;

            (7) payments pursuant to the Management Agreements as in effect on
      the Merger Date or any amendment or replacement thereto or any transaction
      contemplated thereby (including pursuant to any amendment or replacement
      thereto) so long as such amendment or replacement agreement is not
      materially less favorable to the Holders of the Notes than the original
      agreements in effect on the Merger Date;

            (8) transactions with Persons in their capacity as Holders of Debt
      or Capital Stock, of the Issuer or any Restricted Subsidiary where such
      Persons are treated no more favorably than Holders of such Debt or Capital
      Stock generally;

                                      -76-
<PAGE>

            (9) sale or issuance of Capital Stock (other than Disqualified
      Stock) of the Issuer to Affiliates of the Issuer;

            (10) transactions pursuant to any agreement as in effect on the
      Merger Date as the same may be amended or replaced from time to time in
      any manner not materially less favorable to the Holders of the Notes and
      any agreement or replacement thereto as in effect on the Merger Date and
      described in the Offering Memorandum under the caption "Certain
      Relationships and Related Party Transactions" and "Management --
      Management Arrangements" or any transaction contemplated thereby,
      including pursuant to any amendment or any replacement thereto so long as
      any such amendment or replacement thereto is not materially less favorable
      to the Holders of the Notes than the original agreement as in effect on
      the Merger Date;

            (11) any transaction permitted by Section 5.01;

            (12) any tax sharing or arrangement and payments pursuant thereto
      among the Issuer and its Subsidiaries and other Persons (including
      Holding) with which the Issuer or any of its Subsidiaries is required or
      permitted to file a consolidated tax return or with which the Issuer or
      any of its Restricted Subsidiaries is or could be a part of a consolidated
      group for tax purposes in amounts not otherwise prohibited by this
      Indenture;

            (13) any change of control or severance payments made to employees
      of the Issuer on or after the Issue Date in connection with the Merger, as
      required by agreements in effect on the Merger Date;

            (14) the payment of transaction fees and expenses or other costs
      relating to the issuance of the Notes or the repurchase of Preferred Stock
      of Holding, whether paid to a third party or reimbursed to such party,
      other than to Affiliates of the Issuer; and

            (15) remaining payments, if any, pursuant to the Fee Agreement,
      Subscription Agreements and DG Equity Rollover Agreement each as in effect
      on the Merger Date or any amendment or replacement thereto so long as such
      amendment or replacement thereto is not materially less favorable to the
      Holders of the Notes than the original Fee Agreement, Subscription
      Agreements and DG Equity Rollover Agreement each as in effect on the
      Merger Date.

SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries.

            (a) By resolution of the Board of Directors of the Issuer, any
Subsidiary (or entity to become a Subsidiary) of the Issuer may be designated to
be an Unrestricted Subsidiary if:

                                      -77-
<PAGE>

            (1) the Subsidiary (or entity to become a Subsidiary) to be so
      designated does not own any Capital Stock or Debt of, or own or hold any
      Lien on any Property of, the Issuer or any Restricted Subsidiary and does
      not have any Debt other than Non-Recourse Debt, and

            (2) the Issuer would be permitted under Section 4.10 to make a
      Restricted Payment in an amount equal to the Fair Market Value of the
      Investment in such Subsidiary (or entity to become a Subsidiary). For the
      purposes of this provision, in the event the Fair Market Value of such
      Investments exceeds $50.0 million, such Fair Market Value shall be
      determined by an Independent Financial Advisor.

            Unless so designated as an Unrestricted Subsidiary, any Person that
becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary
at the time it becomes a Subsidiary. If at any time an Unrestricted Subsidiary
ceases to satisfy Section 4.15(a)(1) above, unless the Issuer is then able to
redesignate such Unrestricted Subsidiary as a Restricted Subsidiary in
accordance with this Indenture, the Issuer shall be in default of this Section
4.15.

            (b) Except as provided in this Section 4.15, and except as otherwise
set forth in the definition of an "Unrestricted Subsidiary," no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Issuer nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary).

            (c) By resolution of the Board of Directors of the Issuer, any
Unrestricted Subsidiary may be designated to be a Restricted Subsidiary if,
immediately after giving pro forma effect to such designation,

            (x)   (A) with respect to any Unrestricted Subsidiary of the Issuer
      other than any Subsidiary of Quintiles that is an Unrestricted Subsidiary,
      immediately after giving effect to such transaction on a pro forma basis,
      the Issuer could incur $1.00 of additional Debt pursuant to clause (i) of
      Section 4.09(a), or

                  (B) with respect to any Subsidiary of Quintiles that is an
      Unrestricted Subsidiary, immediately after giving effect to such
      transaction on a pro forma basis, Quintiles could incur at least $1.00 of
      additional Debt pursuant to clause (ii) of Section 4.09(a), and

            (y) no Default or Event of Default shall have occurred and be
      continuing or would result therefrom.

                                      -78-
<PAGE>

            (d) Any such designation or redesignation will be evidenced to the
Trustee by filing with the Trustee the Board Resolutions giving effect to such
designation or redesignation and an Officers' Certificate of the Issuer that:

            (x) certifies that such designation or redesignation complies with
      the foregoing provisions of this Section 4.15, and

            (y) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.17 in respect
of the fiscal quarter in which such designation or redesignation is made (or, in
the case of a designation or  redesignation  made during the last fiscal quarter
of the fiscal year,  on or before the time  financial  statements  in respect of
such  fiscal  year are filed with the  Commission  or the  Trustee  pursuant  to
Section 4.17).

SECTION 4.16. Limitation on Business.

            The Issuer will not and will not permit any Restricted Subsidiaries
to engage in any business other than the business Quintiles is engaged in on the
Issue Date or a Related Business.

SECTION 4.17. Reports.

            Following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, whether or not the Issuer is then subject to
Section 13(a) or 15(d) of the Exchange Act, the Issuer will electronically file
with the Commission, so long as the Notes are outstanding, the annual reports,
quarterly reports and other periodic reports that it would be required to file
with the Commission pursuant to such Section 13(a) or 15(d) if the Issuer were
so subject, and such documents will be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Issuer would be
required so to file such documents if it were so subject, unless, in any case,
such filings are not then permitted by the Commission.

            If such filings with the Commission are not then permitted by the
Commission, or such filings are not yet required in accordance with the above
paragraph or are not generally available on the Internet free of charge, the
Issuer will, without charge to the Holders, within 15 days of each Required
Filing Date, transmit by mail to Holders, as their names and addresses appear in
the Note register, and file with the Trustee copies of the annual reports,
quarterly reports and other periodic reports that the Issuer would be required
to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act if it were subject to such Section 13(a) or 15(d) and, promptly upon written
request, supply copies of such documents to any prospective Holder or beneficial
owner at the Issuer's cost.

                                      -79-
<PAGE>

            So long as any of the Notes remain restricted under Rule 144, the
Issuer will make available upon request to any prospective purchaser of Notes or
beneficial owner of Notes in connection with any sale thereof the information
required by Rule 144A(d)(4) under the Securities Act.

SECTION 4.18. Creation of Subsidiaries; Additional Subsidiary Guarantees.

            (a) The Issuer will cause each of its Restricted Subsidiaries that
guarantee any of its other Debt (other than Debt deemed to be incurred under the
Credit Agreement) to, at the same time, execute and deliver to the Trustee a
supplemental indenture providing for the Guarantee of payment of the Notes by
such Restricted Subsidiary, satisfactory in form and substance to the Trustee
(and with such documentation relating thereto as the Trustee shall require,
including without limitation, the execution of a Guarantee and Opinion of
Counsel as to the enforceability of such Guarantee), pursuant to which such
Restricted Subsidiary will fully and unconditionally Guarantee the Notes;
provided, however, that if such assumption, guarantee or other liability of such
Restricted Subsidiary is provided in respect of Debt that is expressly
subordinated to the Notes, the guarantee or other instrument provided by such
Restricted Subsidiary in respect of such subordinated Debt shall be subordinated
to the Guarantee.

            (b) The Subsidiary Guarantee, if any, of a Subsidiary Guarantor will
be released if:

            (1) any Subsidiary Guarantor is designated as an Unrestricted
      Subsidiary in accordance with Section 4.15; or

            (2) in connection with the sale (including, by way of consolidation
      or merger) of (A) that number of shares of Capital Stock of a Subsidiary
      Guarantor, if any, such that such Subsidiary Guarantor is no longer a
      Subsidiary of the Issuer or another Restricted Subsidiary or (B) all or
      substantially all of the assets of a Subsidiary Guarantor, if any, to a
      Person that is not the Issuer or a Restricted Subsidiary; provided that
      such sale complies with Section 4.12.

            (c) In addition, in the event a Subsidiary, if any, becomes a
Subsidiary Guarantor after the Issue Date solely because it Guarantees other
Debt of the Issuer, then upon the full and unconditional release of the
Guarantee of such other Debt of the Issuer (provided that the Trustee is given
two Business Days' written notice of such other release) such Subsidiary
Guarantee of such Subsidiary Guarantor shall also be released.

SECTION 4.19. Covenant Suspension.

            (a) During any period of time that the Notes have Investment Grade
Ratings from the Required Rating Agencies, the Issuer and the Restricted
Subsidiaries will not be subject to the following provisions of this Indenture:

                                      -80-
<PAGE>

      -     Section 4.08

      -     Section 4.09

      -     Section 4.10

      -     Section 4.12

      -     Section 4.13

      -     Section 4.14

      -     Section 4.15(c)(x)

      -     Section 4.16 and

      -     Section 5.01(4)

(collectively, the "Suspended Covenants").

            (b) In the event that the Issuer and the Restricted Subsidiaries are
not subject to the Suspended Covenants for any period of time as a result of the
preceding sentence and, subsequently, a Required Rating Agency withdraws its
rating or downgrades the rating assigned to the Notes so that the Notes no
longer have Investment Grade Ratings from the Required Rating Agencies or a
Default or Event of Default occurs and is continuing, then the Issuer and the
Restricted Subsidiaries will from such time and thereafter again be subject to
the Suspended Covenants and compliance with the Suspended Covenants with respect
to Restricted Payments made after the time of such withdrawal, Default or Event
of Default will be calculated in accordance with Section 4.10 as though such
covenant had been in effect during the entire period of time from the Issue
Date.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation and Sale of Property.

            The Issuer shall not merge or consolidate with or into any other
Person (other than a merger of a Wholly Owned Restricted Subsidiary into the
Issuer) or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of related
transactions, unless:

                                      -81-
<PAGE>

            (1) the Issuer shall be the surviving Person (the "Surviving
      Person") or the Surviving Person (if other than the Issuer) formed by such
      merger or consolidation or to which such sale, transfer, assignment,
      lease, conveyance or disposition is made shall be a corporation organized
      and existing under the laws of the United States of America, any State
      thereof or the District of Columbia;

            (2) the Surviving Person (if other than the Issuer) expressly
      assumes, by supplemental indenture in form reasonably satisfactory to the
      Trustee, executed and delivered to the Trustee by such Surviving Person,
      the due and punctual payment of the Accreted Value of the Notes, any
      accrued and unpaid interest on such Notes, according to their tenor, and
      the due and punctual performance and observance of all the covenants and
      conditions of this Indenture to be performed by such Person;

            (3) immediately before and after giving effect to such transaction
      or series of related transactions on a pro forma basis (and treating, for
      purposes of this Section 5.01(a)(3) and Sections 5.01(a)(4) and (5) below,
      any Debt that becomes, or is anticipated to become, an obligation of the
      Surviving Person or any Restricted Subsidiary as a result of such
      transaction or series of related transactions as having been Incurred by
      the Surviving Person or Restricted Subsidiary at the time of such
      transaction or series of related transactions), no Default or Event of
      Default shall have occurred and be continuing;

            (4) immediately after giving effect to such transaction or series of
      related transactions on a pro forma basis, the Issuer or the Surviving
      Person (if other than the Issuer) would be able to Incur at least $1.00 of
      additional Debt pursuant to Section 4.09(a)(i); provided, however, that
      this Section 5.01(a)(4) will not be applicable to (i) the Issuer or a
      Restricted Subsidiary consolidating with, merging into, conveying,
      transferring or leasing all or part of its properties and assets, as
      applicable to the Issuer or another Restricted Subsidiary or (ii) the
      Issuer or a Restricted Subsidiary merging with an Affiliate of the Issuer
      that is organized in any state of the United States with no material
      assets or liabilities and which merger is solely for the purpose of
      reincorporating the Issuer or a Restricted Subsidiary in another
      jurisdiction; and

            (5) the Surviving Person shall deliver, or cause to be delivered, to
      the Trustee, in form and substance reasonably satisfactory to the Trustee,
      an Officers' Certificate and an Opinion of Counsel, each stating that such
      transaction and the supplemental indenture, if any, in respect thereof
      comply with this Section 5.01 and that all conditions precedent herein
      provided for relating to such transaction have been satisfied.

            The Surviving Person shall succeed to, and be substituted for, and
any exercise every right and power of, its predecessor under this Indenture.

                                      -82-
<PAGE>

SECTION 5.02. Successor Person Substituted.

            Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Issuer or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Issuer is merged or to which such
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Issuer or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Issuer or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Notes.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

            The following events shall be "Events of Default":

            (1) the Issuer defaults in any payment of interest on any Note when
      the same becomes due and payable and such default continues for a period
      of 30 days;

            (2) the Issuer defaults in the payment of the Accreted Value of or
      premium amount of any Note when the same becomes due and payable at its
      Stated Maturity, upon acceleration, redemption, optional redemption,
      required repurchase or otherwise;

            (3) a breach of Section 5.01;

            (4) a breach of any covenant or agreement in the Notes or in this
      Indenture (other than a failure that is the subject of the foregoing
      Section 6.01(1), (2) or (3)) and such failure continues for 60 days after
      written notice demanding that such default be remedied is given to the
      Issuer as specified in this Section 6.01;

            (5) a default by the Issuer or any Restricted Subsidiary under any
      Debt of the Issuer or any Restricted Subsidiary that results in
      acceleration of the final maturity of such Debt, or the failure to pay any
      such Debt at final maturity, in an aggregate principal amount in excess of
      $20 million, unless such acceleration is being contested in good faith by
      the Issuer or such Restricted Subsidiary;

            (6) the Issuer or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary insolvency proceeding;

                                      -83-
<PAGE>

                  (B) consents to the entry of an order for relief against it in
            an involuntary insolvency proceeding or consents to its dissolution
            or winding-up;

                  (C) consents to the appointment of a Custodian of it or for
            any substantial part of its Property; or

                  (D) makes a general assignment for the benefit of its
            creditors.

      or takes any comparable action under any foreign laws relating to
      insolvency; provided, however, that the liquidation of any Restricted
      Subsidiary into another Restricted Subsidiary, other than as part of a
      credit reorganization, shall not constitute an Event of Default under this
      Section 6.01(6);

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

                  (A) is for relief against any Significant Subsidiary in an
            involuntary insolvency proceeding;

                  (B) appoints a Custodian of the Issuer or any Significant
            Subsidiary or for any substantial part of its Property;

                  (C) orders the winding up, liquidation or dissolution of the
            Issuer or any Significant Subsidiary;

                  (D) orders the presentation of any plan or arrangement,
            compromise reorganization of the Issuer or any Significant
            Subsidiary; or

                  (E) grants any similar relief under any foreign laws;

      and in each such case the order or decree remains unstayed and in effect
      for 90 days;

            (8) any judgment or judgments for the payment of money in an
      unsecured aggregate amount (net of any amount covered by insurance issued
      by a reputable and creditworthy insurer that has not contested coverage or
      reserved rights with respect to the underlying claim) in excess of $20
      million at the time are entered against the Issuer or any Restricted
      Subsidiary and shall not be waived, satisfied or discharged for any period
      of 60 consecutive days after such judgment becomes final and
      nonappealable; or

            (9) (a) any Subsidiary Guarantee from a Significant Subsidiary
      ceases to be in full force and effect (other than in accordance with the
      terms of such Subsidiary Guarantee, if any) or (b) or any Subsidiary
      Guarantor that is a Significant Subsidiary denies or disaffirms its
      obligations under its Subsidiary Guarantee, if any.

                                      -84-
<PAGE>

            The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

            A Default under Section 6.01(4) is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount at maturity
of the Notes then outstanding notify the Issuer (and in the case of such notice
by Holders, the Trustee) of the Default and such Default is not cured within the
time specified after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default."

            The Issuer shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default and any event that with the giving of notice or the lapse
of time would become an Event of Default, its status and what action the Issuer
is taking or proposes to take with respect thereto.

SECTION 6.02. Acceleration of Maturity; Rescission.

            If an Event of Default with respect to the Notes (other than an
Event of Default specified in Section 6.01(6) and 6.01(7)) shall have occurred
and be continuing, the Trustee or the registered Holders of not less than 25% in
aggregate principal amount at maturity of the Notes then outstanding may declare
to be immediately due and payable the Accreted Value of all the Notes then
outstanding by written notice to the Issuer and the Trustee, plus accrued but
unpaid interest to the date of acceleration. In case an Event of Default
specified in Section 6.01(6) or 6.01(7) shall occur, such amount with respect to
all the Notes shall be due and payable immediately without any declaration or
other act on the part of the Trustee or the Holders of the Notes. After any such
acceleration, but before a judgment or decree based on acceleration is obtained
by the Trustee, the registered Holders of a majority in aggregate principal
amount at maturity of the Notes then outstanding may rescind and annul such
acceleration if (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of Accreted Value, premium or interest, if any, that has become due
solely because of the acceleration, (iii) to the extent the payment of such
interest is lawful, interest on overdue installments of Accreted Value and
premium, if any, which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) if the Issuer has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and all other amounts due to the Trustee under
Section 7.07 and (v) in the event of the cure or waiver of an Event of Default
of the type described in either Section 6.01 (6) or (7), the Trustee shall have
received an Officers' Certificate to the effect that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

            In the event of a declaration of acceleration of the Notes because
an Event of Default described in Section 6.01(5) has occurred and is continuing,
the declaration of acceleration

                                      -85-
<PAGE>

of the Notes shall be automatically annulled if the payment default or other
default triggering such Event of Default pursuant to Section 6.01(5) shall be
remedied or cured by the Issuer or a Restricted Subsidiary or waived by the
holders of the relevant Debt within the grace period applicable to such default
provided for in the documentation governing such Debt and if (a) the annulment
of the acceleration of the Notes would not conflict with any judgment or decree
of a court of competent jurisdiction and (b) all existing Events of Default,
except nonpayment of principal or Accreted Value, premium or interest on the
Notes that became due solely because of the acceleration of the Notes, have been
cured or waived.

            Subject to Section 7.01, in case an Event of Default shall occur and
be continuing, the Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes, unless such Holders shall have offered to the Trustee
reasonable indemnity. Subject to Section 7.07, the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes.

SECTION 6.03. Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of Accreted Value of, or premium, if any, and interest on the Notes or
to enforce the performance of any provision of the Notes or this Indenture and
may take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. Any such
proceeding instituted by the Trustee may be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after
provisions for the payment of the reasonable compensation, expenses,
disbursements of the Trustee and its counsel, be for the ratable benefit of the
Holders of the Notes in respect of which such judgment has been recovered. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative, to the
extent permitted by law. Any costs associated with actions taken by the Trustee
under this Section 6.03 shall be reimbursed to the Trustee by the Issuer.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

            Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in principal amount at
maturity of Notes at the time outstanding may on behalf of the Holders of all
the Notes waive any past Default with respect to such Notes and its consequences
by providing written notice thereof to the Issuer and the Trus-

                                      -86-
<PAGE>

tee, except a Default (1) in the payment of interest on or the Accreted Value of
any Note or (2) in respect of a covenant or provision hereof which under this
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Note affected. In the case of any such waiver, the Issuer, the
Trustee and the Holders of the Notes will be restored to their former positions
and rights under this Indenture, respectively; provided that no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.

SECTION 6.05. Control by Majority.

            The Holders of at least a majority in aggregate principal amount at
maturity of the outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that may involve
the Trustee in personal liability, or that the Trustee determines in good faith
may be unduly prejudicial to the rights of Holders of the Notes not joining in
the giving of such direction and may take any other action it deems proper that
is not inconsistent with any such direction received from Holders of the Notes.

SECTION 6.06. Limitation on Suits.

            No Holder of Notes will have any right to institute any proceeding
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any remedy hereunder unless:

            (1) the Holder gives the Trustee written notice of a continuing
      Event of Default;

            (2) the Holders of at least 25% in aggregate principal amount at
      maturity of outstanding Notes make a written request to the Trustee to
      institute such proceeding or to pursue such remedy as trustee;

            (3) such Holder or Holders offer the Trustee indemnity satisfactory
      to the Trustee against any costs, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) during such 60-day period, the Holders of at least a majority in
      aggregate principal amount at maturity of the outstanding Notes do not
      give the Trustee a direction that is inconsistent with the request.

            However, such limitations do not apply to a suit instituted by a
Holder of any Note for enforcement of payment of the Accreted Value of, and
premium, if any, or interest on,

                                      -87-
<PAGE>

such Note on or after the respective due date expressed in such Note. 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 6.07. No Personal Liability of Directors, Officers, Employees and
              Stockholders.

            No director, officer, employee or stockholder of the Issuer, or any
Subsidiary Guarantor shall have any liability for any obligations of the Issuer,
or any Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the U.S. federal securities laws.

SECTION 6.08. Rights of Holders To Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of Accreted Value of or premium, if any,
or interest, if any, on such Note or to bring suit for the enforcement of any
such payment, on or after the due date expressed in the Notes shall not be
impaired or affected without the consent of the Holder.

SECTION 6.09. Collection Suit by Trustee.

            If an Event of Default in payment of Accreted Value, premium or
interest specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer or any Subsidiary Guarantor (or any other obligor on the
Notes) for the whole amount of unpaid Accreted Value, premium, if any, and
accrued interest remaining unpaid.

SECTION 6.10. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Issuer or any Subsidiary Guarantor (or any
other obligor upon the Notes), its creditors or its Property and, unless
prohibited by law, shall be entitled and empowered to collect and receive any
monies or other Property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such

                                      -88-
<PAGE>

payments directly to the Holders, 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 7.07.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings. All rights of action and
claims under this Indenture or the Notes may be prosecuted and enforced by the
Trustee without the possession of any of the Notes thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has
been recovered.

SECTION 6.11. Priorities.

            If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

            FIRST: to the Trustee for amounts due under Section 7.07;

            SECOND: to Holders for amounts due and unpaid on the Notes for
      Accreted Value, premium, if any, and interest (including Additional
      Interest, if any) as to each, ratably, without preference or priority of
      any kind, according to the amounts due and payable on the Notes; and

            THIRD: to the Issuer or, to the extent the Trustee collects any
      amount from any Subsidiary Guarantor to such Subsidiary Guarantor.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, 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 6.12 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in
principal amount at maturity of the Notes then outstanding.

                                      -89-
<PAGE>

                                 ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

            (1) The Trustee need perform only such duties as are specifically
      set forth in this Indenture and no others.

            (2) In the absence of bad faith or willful misconduct 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, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform on their face to the requirements of
      this Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein). Whenever in the
      administration of this Indenture the Trustee shall deem it desirable that
      a matter be proved or established prior to taking, suffering or omitting
      any action hereunder, the Trustee (unless other evidence be herein
      specifically prescribed) may, in the absence of bad faith on its part,
      conclusively rely upon an Officers' Certificate, subject to the
      requirement in the preceding sentence, if applicable.

            (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:

            (1) This paragraph does not limit the effect of Section 7.01(b).

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction of the
      Holders of a majority in aggregate principal amount at maturity of the
      Notes received by it pursuant to the terms hereof.

                                      -90-
<PAGE>

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

            (d) Whether or not therein expressly so provided, Sections 7.01(a),
(b), (c) and (e) shall govern every provision of this Indenture that in any way
relates to the Trustee.

            (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer or any
Subsidiary Guarantor. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by the law.

SECTION 7.02. Rights of Trustee.

            Subject to Section 7.01:

            (1) The Trustee may conclusively rely on any document (whether in
      its original or facsimile form) reasonably believed by it to be genuine
      and to have been signed or presented by the proper person. The Trustee
      need not investigate any fact or matter stated in the document.

            (2) Before the Trustee acts or refrains from acting, it may request
      an Officers' Certificate or an Opinion of Counsel, or both, which shall
      conform to the provisions of Section 12.05. The Trustee shall be protected
      and shall not be liable for any action it takes or omits to take in good
      faith in reliance on such certificate or opinion.

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

            (4) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it reasonably believes to be authorized or
      within its rights or powers; provided that the Trustee's conduct does not
      constitute willful misconduct, negligence or bad faith.

                                      -91-
<PAGE>

            (5) The Trustee may consult with counsel of its selection, and the
      advice or opinion of such counsel with respect to legal matters relating
      to the Notes or this Indenture shall be full and complete authorization
      and protection from liability in respect of any action taken, omitted or
      suffered by it hereunder in good faith and in accordance with the advice
      or opinion of such counsel.

            (6) The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and each agent, custodian and other
      person employed to act hereunder.

            (7) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books records, and
      premises of the Issuer, personally or by agent or attorney at the sole
      cost of the Issuer and shall incur no liability or additional liability of
      any kind by reason of such inquiry or investigation.

            (8) The Trustee shall not be liable for any action taken, suffered,
      or omitted to be taken by it in good faith and reasonably believed by it
      to be authorized or within the discretion or rights or powers conferred
      upon it by this Indenture.

            (9) The Trustee shall not be deemed to have notice of any Default or
      Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Notes and this Indenture.

            (10) the Trustee may request that the Issuer deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not suspended.

SECTION 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with either of the Issuer or any Subsidiary
Guarantor or any Affiliate thereof, with the same

                                      -92-
<PAGE>

rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Subsidiary
Guarantee, it shall not be accountable for the Issuer's or any Subsidiary
Guarantor's, if any, use of the proceeds from the sale of Notes or any money
paid to the Issuer or any Subsidiary Guarantor, if any, pursuant to the terms of
this Indenture and it shall not be responsible for any statement in the Notes,
Subsidiary Guarantee, if any, or this Indenture other than its certificate of
authentication, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in any Statement of
Eligibility and Qualification on Form T-1 to be supplied to the Issuer will be
true and accurate subject to the qualifications set forth therein.

SECTION 7.05. Notice of Defaults.

            If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder a notice of the Default within 90
days after it occurs in the manner and to the extent provided in the TIA and
otherwise as provided in this Indenture. Except in the case of a Default in
payment of the Accreted Value of or interest on any Note (including payments
pursuant to a redemption or repurchase of the Notes pursuant to the provisions
of this Indenture), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of holders.

SECTION 7.06. Reports by Trustee to Holders.

            If required by TIA Section 313(a), within 60 days after May 15 of
any year, commencing 2005 the Trustee shall mail to each Holder a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c) and TIA Section 313(d).

            Reports pursuant to this Section 7.06 shall be transmitted by mail:

            (1) to all Holders of Notes, as the names and addresses of such
      Holders appear on the Registrar's books; and

            (2) to such Holders of Notes as have, within the two years preceding
      such transmission, filed their names and addresses with the Trustee for
      that purpose.

                                      -93-
<PAGE>

            A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange on which the Notes are listed.
The Issuer shall promptly notify the Trustee when the Notes are listed on any
stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

            The Issuer and the Subsidiary Guarantors, if any, shall pay to the
Trustee and Agents from time to time such compensation for their services
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as shall be agreed
upon in writing. The Issuer and the Subsidiary Guarantors, if any, shall
reimburse the Trustee and Agents upon request for all reasonable disbursements,
expenses and advances incurred or made by them in connection with the Trustee's
duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and external counsel, except
any expense disbursement or advance as may be attributable to its willful
misconduct, negligence or bad faith.

            The Issuer and the Subsidiary Guarantors, if any, jointly and
severally, shall fully indemnify each of the Trustee and any predecessor Trustee
for, and hold each of them harmless against, any and all loss, damage, claim,
liability or expense, including without limitation taxes (other than taxes based
on the income of the Trustee or such Agent) and reasonable attorneys' fees and
expenses incurred by each of them in connection with the acceptance or
performance of its duties under this Indenture including the reasonable costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder
(including, without limitation, settlement costs). The Trustee or Agent shall
notify the Issuer and the Subsidiary Guarantors, if any, in writing promptly of
any claim (a "Claim") of which a Responsible Officer of the Trustee has actual
knowledge asserted against the Trustee or Agent for which it may seek indemnity;
provided that the failure by the Trustee or Agent to so notify the Issuer and
the Subsidiary Guarantors, if any, shall not relieve the Issuer and Subsidiary
Guarantors, if any, of their obligations hereunder except to the extent the
Issuer and the Subsidiary Guarantors, if any, are actually prejudiced thereby.
In the event that a conflict of interest exists, the Trustee may have separate
counsel, which counsel must be reasonably acceptable to the Issuer and the
Issuer shall pay the reasonable fees and expenses of such counsel. In all other
cases, unless it elects not to, the Issuer shall be entitled to retain counsel
and control the defense of any action upon which the referent Claim is based.

            Notwithstanding the foregoing, the Issuer and the Subsidiary
Guarantors, if any, need not reimburse the Trustee for any expense or indemnify
it against any loss or liability to have been incurred by the Trustee through
its own willful misconduct, negligence or bad faith.

            To secure the payment obligations of the Issuer and the Subsidiary
Guarantors, if any, in this Section 7.07, the Trustee shall have a lien prior to
the Notes on all money or Property held or collected by the Trustee and such
money or Property held in trust to pay Accreted Value of and interest on
particular Notes.

                                      -94-
<PAGE>

            The obligations of the Issuer and the Subsidiary Guarantors, if any,
under this Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Issuer and each of the Subsidiary Guarantors, if any,
and shall survive the resignation or removal of the Trustee and the
satisfaction, discharge or other termination of this Indenture, including any
termination or rejection hereof under any Bankruptcy Law.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(6) or (7) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

            The Trustee shall comply with Section 313(b) of the TIA, to the
extent applicable.

            The Trustee may resign by so notifying the Issuer and the Subsidiary
Guarantors, if any, in writing no later than 15 Business Days prior to the date
of the proposed resignation. The Holders of a majority in principal amount at
maturity of the outstanding Notes may remove the Trustee by notifying the Issuer
and the removed Trustee in writing and may appoint a successor Trustee with the
Issuer's written consent, which consent shall not be unreasonably withheld. The
Issuer may remove the Trustee at its election if:

            (1) the Trustee fails to comply with Section 7.10 or Section 310 of
      the TIA;

            (2) the Trustee is adjudged bankrupt or insolvent or an order for
      relief is entered with respect to the Trustee under Bankruptcy Law;

            (3) a receiver or other public officer takes charge of the Trustee
      or its Property; or

            (4) the Trustee otherwise becomes incapable of acting.

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

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, the
Subsidiary Guarantors, if any, or the Holders of a majority in principal amount
at maturity of the outstanding Notes may petition at

                                      -95-
<PAGE>

the expense of the Issuer any court of competent jurisdiction for the
appointment of a successor Trustee.

            If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer and the Subsidiary
Guarantors, if any. Immediately following such delivery, the retiring Trustee
shall, subject to its rights under Section 7.07, transfer all Property held by
it as Trustee to the successor Trustee, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuer's obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

            If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $50 million as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Issuer.

            The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

SECTION 7.12. Paying Agents.

            The Issuer shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                                      -96-
<PAGE>

            (A) that it will hold all sums held by it as agent for the payment
      of Accreted Value of, or premium, if any, or interest on, the Notes
      (whether such sums have been paid to it by the Issuer or by any obligor on
      the Notes) in trust for the benefit of Holders of the Notes or the
      Trustee;

            (B) that it will at any time during the continuance of any Event of
      Default, upon written request from the Trustee, deliver to the Trustee all
      sums so held in trust by it together with a full accounting thereof; and

            (C) that it will give the Trustee written notice within three (3)
      Business Days of any failure of the Issuer (or by any obligor on the
      Notes) in the payment of any installment of the Accreted Value of,
      premium, if any, or interest on, the Notes when the same shall be due and
      payable.

                                 ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.     Without Consent of Holders.

            (a) The Issuer and the Trustee may amend this Indenture without the
consent of any Holder, for any of the following purposes to:

            (1) cure any ambiguity, omission, defect or inconsistency;

            (2) comply with Section 5.01;

            (3) provide for uncertificated Notes in addition to or in place of
      certificated Notes;

            (4) add Guarantees with respect to the Notes;

            (5) secure the Notes;

            (6) add to the covenants of the Issuer or any Subsidiary Guarantors
      for the benefit of the Holders of the Notes or to surrender any right or
      power conferred upon the Issuer or any Subsidiary Guarantors;

            (7) make any change that does not adversely affect the rights of any
      Holder of the Notes in any material respect;

            (8) comply with any requirement of the Commission in connection with
      the qualification of this Indenture under the TIA;
<PAGE>
            (9) provide for the issuance of Additional Notes in accordance with
      this Indenture, including the issuance of Additional Notes as restricted
      securities under the Securities Act and substantially identical Additional
      Notes pursuant to an Exchange Offer registered with the Commission; or

            (10) evidence and provide the acceptance of the appointment of a
      successor Trustee pursuant to the terms of this Indenture.

SECTION 8.02. With Consent of Holders.

            (a) This Indenture may be amended with the consent of the registered
      Holders of a majority in aggregate principal amount at maturity of the
      Notes then outstanding (including consents obtained in connection with a
      tender offer or exchange offer for the Notes) and any past default or
      compliance with any provisions may also be waived (except a default in the
      payment of principal or Accreted Value, premium or interest and under
      Section 8.02(b) below) with the consent of the registered Holders of at
      least a majority in aggregate principal amount at maturity of the Notes
      then outstanding.

            (b) However, without the consent of each Holder of an outstanding
      Note, no amendment may,

            (1) reduce the amount of Notes whose holders must consent to an
      amendment, supplement or waiver,

            (2) reduce the rate of or change the time for payment of interest on
      or accretion of any Note,

            (3) reduce the principal or Accreted Value of or change the Stated
      Maturity of any Note,

            (4) make any Note payable in money other than that stated in the
      Note,

            (5) impair the right of any Holder of the Notes to receive payment
      of principal or Accreted Value of and interest on such Holder's Notes on
      or after the due dates therefor or to institute suit for the enforcement
      of any payment on or with respect to such Holder's Notes,

            (6) modify the provisions of Section 4.08 or the related definitions
      at any time on or after the Issuer is obligated to make a Change of
      Control Offer, or

            (7) modify or change any provision of this Indenture or the related
      definitions affecting the ranking of the Notes in a manner which adversely
      affects the Holders.

                                      -98-

<PAGE>

            (c) The consent of the Holders of the Notes shall not be necessary
to approve the particular form of any proposed amendment. It shall be sufficient
if such consent approves the substance of the proposed amendment.

            (d) After an amendment that requires the consent of the Holders of
Notes becomes effective, the Issuer is required to mail to each registered
Holder of the Notes at such Holder's address appearing in the Notes register a
notice briefly describing such amendment. However, the failure to give such
notice to all Holders of the Notes, or any defect therein, shall not impair or
affect the validity of the amendment.

            (e) Upon the written request of the Issuer accompanied by a board
resolution authorizing the execution of any such supplemental indenture, and
upon the receipt b by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affect the Trustee's own rights, duties or immunities
under this Indenture, in which case the Trustee may, but shall not be obligated
to, enter into such supplemental indenture.

SECTION 8.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

            (a) After an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note.

            (b) The Issuer may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

                                      -99-

<PAGE>

SECTION 8.05. Notation on or Exchange of Notes.

            If an amendment, supplement or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Issuer)
shall request the Holder of the Note (in accordance with the specific written
direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee
shall place an appropriate notation on the Note about the changed terms and
return it to the Holder. Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Note shall issue, the Guarantors, if
any, shall endorse and the Trustee shall authenticate a new Note that reflects
the changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Issuer and the Subsidiary Guarantors,
if any, enforceable against the Issuer and the Subsidiary Guarantors, if any, in
accordance with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Liability on Notes; Defeasance.

            (a) The Indenture shall be discharged and shall cease to be of
further effect as to all Notes and Subsidiary Guarantees, if any, issued
hereunder, when:

            (1) either

                  (A) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the mailing of
            a notice of redemption or otherwise or will become due and payable
            within one year and the Issuer has irrevocably deposited or caused
            to be deposited with the Trustee, as trust funds in trust solely for
            the benefit of Holders, cash in U.S. dollars, non-callable
            Government Obligations, or a combination of cash in U.S. dollars and
            non-

                                     -100-

<PAGE>

            callable Government Obligations, in amounts as will be sufficient
            without consideration of any reinvestment of interest to pay and
            discharge the entire indebtedness on the Notes not delivered to the
            Trustee for cancellation for principal or Accreted Value, premium,
            if any, and accrued interest to the date of maturity or redemption;
            or

                  (B) all Notes that have been authenticated, except lost,
            stolen or destroyed Notes that have been replaced or paid and Notes
            for whose payment money has been deposited in trust and thereafter
            repaid to the Issuer, have been delivered to the Trustee for
            cancellation;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit and after giving effect thereto, other than a
      Default or Event of Default resulting from the borrowing of funds to be
      applied to such deposit and the guaranteeing of any lien securing such
      borrowing;

            (3) the Issuer or the Subsidiary Guarantors, if any, have paid or
      caused to be paid all sums payable by them under this Indenture; and

            (4) in the event of a deposit as provided in Section 9.01(a)(1)(A)
      above, the Issuer has delivered irrevocable instructions to the Trustee to
      apply the deposited money toward the payment of the Notes at maturity or
      the Redemption Date, as the case may be.

            In addition, the Issuer must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

            Subject to Sections 9.01(b) and 9.02, the Issuer may, at its option
and at any time, elect to terminate some or all of its obligations and the
obligations of the Subsidiary Guarantors, if any, under the outstanding Notes,
the Subsidiary Guarantees, if any, and this Indenture (hereinafter, "Legal
Defeasance") except for obligations under Sections 2.04, 2.07 and 2.08 and
obligations under the TIA. At any time, the Issuer may terminate its and the
Subsidiary Guarantors', if any, obligations (i) under Sections 4.08 through
4.19, (ii) under Sections 6.01(5), (6), (7), (8) (with respect to Significant
Subsidiaries) and (9) and (iii) under Sections 5.01(a)(4) on a date the
conditions set forth in Section 9.02 are satisfied (hereinafter, "Covenant
Defeasance") and thereafter, any omission to comply with any covenant referred
to in clause (i) above will not constitute a Default or Event of Default with
respect to the Notes. The Issuer may exercise its Legal Defeasance option
notwithstanding its prior exercise of its Covenant Defeasance option.

            (b) If the Issuer exercises its Legal Defeasance option, payment of
the Notes may not be accelerated because of an Event of Default with respect
thereto. If the Issuer exercises its Covenant Defeasance option, payment of the
Notes may not be accelerated because of an Event of Default as described in
Section 6.01(3) (insofar as such Event of Default applies to

                                     -101-

<PAGE>

obligations under Sections 5.01(a)(4)), under Section 6.01(4) (insofar as such
Event of Default applies to obligations under Sections 4.08 through 4.19), under
Sections 6.01(5), (6), (7) (in the case of Sections 6.01 (6) and (7), with
respect to Significant Subsidiaries only) or under Section 6.01(8) or (9) or the
failure of the Issuer to comply with Section 5.01(b)(4). If the Issuer exercises
its Legal Defeasance option, each Subsidiary Guarantor, if any, shall be
released from all its obligations under its Subsidiary Guarantee, and the
Trustee shall execute a release of such Subsidiary Guarantee. If the Issuer
exercises its Covenant Defeasance option, each Subsidiary Guarantor, if any,
shall be released from its obligations under its Subsidiary Guarantee.

            (c) Upon satisfaction of the conditions set forth herein and upon
request of the Issuer, the Trustee shall acknowledge in writing the discharge of
those obligations that the Issuer terminates.

            (d) Notwithstanding Sections 9.01(a) and (b) above, the Issuer's
obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05 and 9.06 shall
survive until such time as the Notes have been paid in full. Thereafter, the
Issuer's obligations in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02. Conditions to Defeasance.

            The Legal Defeasance option or the Covenant Defeasance option may be
exercised only if:

            (a) the Issuer irrevocably deposits in trust with the Trustee money
or Government Obligations, or a combination thereof, for the payment of Accreted
Value of, premium, if any, and interest on the Notes to maturity or redemption,
as the case may be;

            (b) the Issuer delivers to the Trustee a certificate from an
internationally recognized firm of independent certified public accountants
expressing their opinion that the payments of principal or Accreted Value, as
the case may be, premium, if any, and interest when due and without reinvestment
on the deposited Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal or Accreted Value, as the case may be, premium, if
any, and interest when due on all the Notes to maturity or redemption, as the
case may be;

            (c) 123 days pass after the deposit is made and during the 123-day
period no Default described in Section 6.01(7) occurs with respect to the Issuer
or any other Person making such deposit which is continuing at the end of the
period;

            (d) no Default or Event of Default has occurred and is continuing on
the date of such deposit and after giving effect thereto, other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such
deposit and the guaranteeing of any lien securing such borrowing;

                                     -102-

<PAGE>

            (e) such deposit does not constitute a default under any other
material agreement or instrument binding on the Issuer;

            (f) in the case of an election of Legal Defeasance under
Section 9.01, the Issuer delivers to the Trustee an Opinion of Counsel stating
that:

                  (1) the Issuer has received from, or there has been published
            by, the Internal Revenue Service a ruling or

                  (2) since the date of this Indenture there has been a change
            in the applicable U.S. federal income tax law

      to the effect, in either case, that, and based thereon such Opinion of
      Counsel shall confirm that, the Holders of the Notes will not recognize
      income, gain or loss for U.S. federal income tax purposes as a result of
      such Legal Defeasance election and will be subject to U.S. federal income
      tax on the same amounts, in the same manner and at the same time as would
      have been the case if such election had not occurred;

            (g) in the case of an election of Covenant Defeasance under
Section 9.01, the Issuer delivers to the Trustee an Opinion of Counsel to the
effect that the Holders of the Notes will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Covenant Defeasance and
will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such election had
not occurred; and

            (h) the Issuer delivers to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent to an election
under 9.01 have been complied with as required by this Indenture.

SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust;
              Other Miscellaneous Provisions.

            All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of Accreted Value, premium, if
any, and accrued interest, but such money need not be segregated from other
funds except to the extent required by law.

            The Issuer and the Subsidiary Guarantors, if any, shall (on a joint
and several basis) pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 9.02(a) or the Accreted Value,

                                     -103-

<PAGE>

premium, if any, and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

            Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon a request of
the Issuer any money or Government Obligations held by it as provided in Section
9.02(a) which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.04. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer's and each Subsidiary Guarantor's, if any, obligations under this
Indenture, the Notes and the Subsidiary Guarantees, if any, shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Nine until
such time as the Trustee or Paying Agent is permitted to apply all such money or
Government Obligations in accordance with Section 9.01; provided that if the
Issuer or the Subsidiary Guarantors, if any, have made any payment of Accreted
Value of, premium, if any, or accrued interest on any Notes because of the
reinstatement of their obligations, the Issuer or the Subsidiary Guarantors, if
any, as the case may be, shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Obligations held
by the Trustee or Paying Agent.

SECTION 9.05. Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuer, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.02(a), to the Issuer
upon a request of the Issuer (or, if such moneys had been deposited by a
Subsidiary Guarantor, if any, to such Subsidiary Guarantor), and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

SECTION 9.06. Moneys Held by Trustee.

            Any moneys deposited with the Trustee or any Paying Agent or then
held by the Issuer or the Subsidiary Guarantors, if any, in trust for the
payment of the Accreted Value of or premium, if any, or interest on any Note
that are not applied but remain unclaimed by the Holder of such Note for two
years after the date upon which the Accreted Value of or premium, if any, or
interest on such Note shall have respectively become due and payable shall be
repaid to the Issuer (or, if appropriate, the Subsidiary Guarantors) upon a
request of the Issuer, or if such moneys are then held by the Issuer or, if
applicable, the Subsidiary Guarantors in trust, such moneys

                                     -104-

<PAGE>

shall be released from such trust; and the Holder of such Note entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Issuer and the Subsidiary Guarantors, if any, for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Issuer and the Subsidiary Guarantors, if any, either mail to each
Holder affected, at the address shown in the register of the Notes maintained by
the Registrar pursuant to Section 2.04, or cause to be published once a week for
two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Issuer. After payment to the Issuer or the
Subsidiary Guarantors, if any, or the release of any money held in trust by the
Issuer or any Subsidiary Guarantors, as the case may be, Holders entitled to the
money must look only to the Issuer and the Subsidiary Guarantors, if any, for
payment as general creditors unless applicable abandoned property law designates
another Person.

                                  ARTICLE TEN

                          SUBSIDIARY GUARANTEE OF NOTES

SECTION 10.01. Subsidiary Guarantee.

            The Subsidiary Guarantors, if any, fully and unconditionally,
jointly and severally, on an unsecured senior basis, guarantee to each Holder
(i) the due and punctual payment of the Accreted Value of, premium (if any) and
interest on each Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue Accreted Value of and interest on the Notes, to the
extent lawful, and the due and punctual payment of all other obligations and due
and punctual performance of all obligations of the Issuer to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, at Stated Maturity, by acceleration or otherwise.
Each Subsidiary Guarantor, if any, agrees that its obligations hereunder shall
be absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Note or this Indenture,
any failure to enforce the provisions of any such Note, this Indenture or the
Registration Rights Agreement, any waiver, modification or indulgence granted to
the Issuer with respect thereto by the Holder of such Note, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or such Subsidiary Guarantor.

                                     -105-

<PAGE>

            Each Subsidiary Guarantor hereby waives diligence, presentment,
demand for payment, filing of claims with a court in the event of merger or
bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest or notice with respect to any such Note or the Debt evidenced
thereby and all demands whatsoever, and covenants that the Subsidiary Guarantee,
if any, will not be discharged as to any such Note except by payment in full of
the Accreted Value thereof, premium (if any) and interest thereon. Each
Subsidiary Guarantor, if any, hereby agrees that, as between such Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article Six for the purposes of the Subsidiary Guarantee, if any,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Subsidiary Guarantor for the purpose of the
Subsidiary Guarantee, if any.

            The Subsidiary Guarantee, if any, of any Subsidiary Guarantor may be
released pursuant to Section 4.18 or Section 10.03.

            The Subsidiary Guarantors, if any, shall have the right to seek
contribution from any non-paying Subsidiary Guarantor, if any, so long as the
exercise of such right does not impair the rights of any Holder under the
Subsidiary Guarantees, if any.

SECTION 10.02. Execution and Delivery of Subsidiary Guarantee.

            To further evidence the Subsidiary Guarantee, if any, set forth in
Section 10.01, each Subsidiary Guarantor, if any, hereby agrees, on the Issue
Date, that a notation of such Subsidiary Guarantee, substantially in the form
included in Exhibit F hereto, shall be endorsed on each Note authenticated and
delivered by the Trustee on the Issue Date and such Subsidiary Guarantee shall
be executed by either manual or facsimile signature of an Officer or an Officer
of a general partner, as the case may be, of each Subsidiary Guarantor, if any.
The validity and enforceability of any Subsidiary Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.

            Each of the Subsidiary Guarantors, if any, hereby agrees that its
Subsidiary Guarantee, if any, set forth in Section 10.01 shall be in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.

            If an Officer of a Subsidiary Guarantor, if any, whose signature is
on this Indenture or a Subsidiary Guarantee, if any, no longer holds that office
at the time the Trustee authenticates the Note on which such Subsidiary
Guarantee is endorsed or at any time thereafter, such Subsidiary Guarantor's
Subsidiary Guarantee of such Note shall be valid nevertheless.

                                     -106-

<PAGE>

            The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee
executed in accordance with Section 10.02 set forth in this Indenture on behalf
of the Subsidiary Guarantor.

SECTION 10.03. Release of Subsidiary Guarantors.

            The Subsidiary Guarantee, if any, of any Subsidiary Guarantor will
be automatically and unconditionally released and discharged upon any of the
following:

            (A) in connection with the sale (including, by way of consolidation
      or merger) of (A) that number of shares of Capital Stock of such
      Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a
      Subsidiary of the Issuer or another Restricted Subsidiary or (B) all or
      substantially all of the assets of such Subsidiary Guarantor to a Person
      that is not the Issuer or another Restricted Subsidiary of the Issuer;
      provided that such sale complies with Section 4.12;

            (B) the designation of such Subsidiary Guarantor as an Unrestricted
      Subsidiary in accordance with the provisions of this Indenture;

and in each such case, the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

            In addition, in the event a Subsidiary becomes a Subsidiary
Guarantor solely because it Guarantees other Debt, then upon the full and
unconditional release of the Guarantee of such other Debt (provided that the
Trustee is given two Business Days written notice of such other release) such
Subsidiary Guarantee of such Subsidiary Guarantor shall also be released.

            The Trustee shall execute any documents reasonably requested by
either the Issuer or a Subsidiary Guarantor in order to evidence the release of
such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Notes and under this Article Ten.

SECTION 10.04. Waiver of Subrogation.

            Until all the obligations under the Notes and the Subsidiary
Guarantees, if any, are satisfied in full, each Subsidiary Guarantor, if any,
hereby irrevocably waives any claim or other rights which it may now or
hereafter acquire against the Issuer that arise from the existence, payment,
performance or enforcement of such Subsidiary Guarantor's obligations under its
Subsidiary Guarantee and this Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of Notes against the Issuer,
whether or not such claim, remedy or right

                                     -107-

<PAGE>

arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Issuer, directly or
indirectly, in cash or other Property or by set-off or in any other manner,
payment or Note on account of such claim or other rights. If any amount shall be
paid to any Subsidiary Guarantor in violation of the preceding sentence and the
Notes shall not have been paid in full, such amount shall have been deemed to
have been paid to such Subsidiary Guarantor for the benefit of, and held in
trust for the benefit of, the Holders of the Notes, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Subsidiary Guarantor, if any, acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 10.04 is knowingly
made in contemplation of such benefits.

SECTION 10.05. Notice to Trustee.

            The Issuer or any Subsidiary Guarantor shall give prompt written
notice to the Trustee of any fact known to the Issuer or any such Subsidiary
Guarantor which would prohibit the making of any payment to or by the Trustee at
its Corporate Trust Office in respect of the Subsidiary Guarantees, if any.
Notwithstanding the provisions of this Article Ten or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Subsidiary Guarantees, if any, unless and until the Trustee
shall have received written notice thereof from the Issuer no later than one
Business Day prior to such payment; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of this Section 10.05,
and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice referred to in this Section 10.05 at
least one Business Day prior to the date upon which by the terms hereof any such
payment may become payable for any purpose under this Indenture (including,
without limitation, the payment of the Accreted Value of, premium, if any, or
interest on any Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
less than one Business Day prior to such date.

                                     -108-

<PAGE>

                                 ARTICLE ELEVEN

                                   [RESERVED]

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

            The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

SECTION 12.02. Notices.

            Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

            If to the Issuer:

                  Pharma Services Intermediate Holding Corp.
                  c/o Quintiles Transnational Corp.
                  4709 Creekstone Drive
                  Riverbirch Building, Suite 200
                  Durham, North Carolina  27703-8411
                  Attn: General Counsel

                                     -109-

<PAGE>

            With a copy to:

                  Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
                  2500 First Union Capital Center
                  Post Office Box 2611
                  Raleigh, North Carolina  27602-2611
                  Fax: (919) 821-6800
                  Telephone: (919) 821-1220
                  Attn: Gerald F. Roach, Esq.
                        Lee M. Kirby, Esq.

            and

                  Morgan, Lewis & Bockius LLP
                  101 Park Avenue
                  New York, NY 10178
                  Fax: (212) 309-6273
                  Phone: (212) 309-6000
                  Attn: Ira White, Esq.

            If to the Trustee, Registrar or Paying Agent:

                  Wells Fargo Bank, N.A.
                  213 Court Street
                  Suite 703
                  Middletown, CT 06457
                  Fax: (860) 704-6219
                  Telephone: (860) 704-6217
                  Attn: Corporate Trust Services

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

            The Issuer, the Subsidiary Guarantors, if any, or the Trustee by
written notice to the others may designate additional or different addresses for
subsequent notices or communications.

            Any notice or communication mailed to a Holder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication to a Holder is

                                     -110-

<PAGE>

mailed in the manner provided above, it shall be deemed duly given, whether or
not the addressee receives it.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. Communications by Holders with Other Holders.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Issuer, the Subsidiary Guarantors, if any, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Issuer or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture (except for the
issuance of Notes on the Issue Date), the Issuer or such Subsidiary Guarantor
shall furnish to the Trustee:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 12.05 below) 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

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05 below) stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

            Each certificate (other than certificates provided pursuant to
Section 4.06) and opinion with respect to compliance by or on behalf of the
Issuer or any Subsidiary Guarantor with a condition or covenant provided for in
this Indenture shall include:

            (1) a statement that the Person delivering such certificate or
      opinion has read such covenant or condition;

            (2) 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;

                                     -111-

<PAGE>

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

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

SECTION 12.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

SECTION 12.07. Legal Holidays.

            A "Legal Holiday" is a Saturday, a Sunday or other day on which
(i)commercial banks in the City of New York are authorized or required by law to
close or (ii)the New York Stock Exchange is not open for trading. 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.

SECTION 12.08. Governing Law.

            This Indenture, the Notes and the Subsidiary Guarantees, if any,
shall be governed by and construed in accordance with the laws of the State of
New York, but without giving effect to applicable principles of conflicts of law
to the extent that the application of the law of another jurisdiction would be
required thereby.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10. Successors.

            All agreements of the Issuer and the Subsidiary Guarantors, if any,
in this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind its successor.

SECTION 12.11. Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

                                     -112-

<PAGE>

SECTION 12.12. Table of Contents, Headings, etc.

            The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 12.13. Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

                                     -113-

<PAGE>

                          [Signature page to Indenture]

            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed all as of the date and year first written above.

                                      PHARMA SERVICES INTERMEDIATE
                                       HOLDING CORP.

                                      By: /s/ John S. Russell
                                          --------------------------------------
                                          John S. Russell
                                          Vice President

<PAGE>

                                      WELLS FARGO BANK, N.A.,
                                        as Trustee

                                      By: /s/ Michael T. Lechner
                                          --------------------------------------
                                          Name:  Michael T. Lechner
                                          Title: Assistant Vice President

                                      S-2

<PAGE>

                                                                       EXHIBIT A

                   PHARMA SERVICES INTERMEDIATE HOLDING CORP.

CUSIP No.                                  $219,000,000 Principal Amount
                                                        at Maturity

                     11 1/2% SENIOR DISCOUNT NOTE DUE 2014

            PHARMA SERVICES INTERMEDIATE HOLDING CORP., a Delaware corporation,
as issuer (the "Issuer"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of $219,000,000 on April 1, 2014.

            Interest Payment Dates: April 1 and October 1

            Record Dates: March 15 and September 15.

            Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-1

<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by one of its duly authorized officers.

                                      PHARMA SERVICES INTERMEDIATE
                                        HOLDING CORP.

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      A-2

<PAGE>

                          Certificate of Authentication

            This is one of the 11 1/2% Senior Discount Notes Due 2014 referred
to in the within-mentioned Indenture.

                                             WELLS FARGO BANK, N.A., as Trustee

                                             By: _______________________________
                                             Name:
                                             Title:

Dated:

                                      A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                   PHARMA SERVICES INTERMEDIATE HOLDING CORP.

                      11 1/2% SENIOR DISCOUNT NOTE DUE 2014

      THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
      1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL
      AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $569.43. THE ISSUE
      DATE OF THIS NOTE IS MARCH 18, 2004 AND THE YIELD TO MATURITY IS 11 1/2%

            1. Interest. PHARMA SERVICES INTERMEDIATE HOLDING CORP., a Delaware
corporation, as issuer (the "Issuer"), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
at maturity set forth on the face hereof at a rate of 11 1/2% per annum. Until
April 1, 2009, interest will accrue on the Notes in the form of an increase in
the Accreted Value of the Notes such that the Accreted Value shall be equal to
the principal amount at maturity of the Note on April 1, 2009. No cash interest
will be paid on the Note prior to October 1, 2009, although for U.S. federal
income tax purposes a significant amount of original issue discount, taxable as
ordinary income, will be recognized by a Holder as the Notes accrete. The Issuer
shall pay cash interest semiannually on April 1 and October 1 of each year,
commencing October 1, 2009. Cash interest on the Note will accrue on the Note at
a rate of 11 1/2% per annum from April 1, 2009, or from the most recent date to
which interest has been paid or, if no interest has been paid, from April 1,
2009; provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date. The Issuer will also pay additional
cash interest at such time and under certain circumstances set forth in Clause 8
below and the Registration Rights Agreement. Interest will be computed on the
basis of a 360 day year comprised of twelve 30 day months. The Issuer shall pay
interest on overdue Accreted Value, principal and interest, if any (to the full
extent permitted by law), at the rate borne by the Notes.

            2. Method of Payment. The Issuer will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on March 15 or September 15 immediately preceding the Interest Payment
Date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer will pay to the Paying Agent the
Accreted Value of, principal, premium (if any) and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. If a Holder has given wire transfer instructions to
the Issuer, the Issuer may pay, or cause to be paid by the Paying Agent, all
Accreted Value of, principal, premium (if any) interest and Additional Interest
(as defined herein), if any, on the Holder's Notes in accordance with those
instructions. All other payments on the Notes will be made at the office or
agency of

                                      A-4

<PAGE>

the Paying Agent and Registrar unless the Issuer elects to make interest
payments by check mailed to the Holders at their address set forth in the
register of Holders.

            3. Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.
(the "Trustee") will act as a Paying Agent and Registrar. The Issuer may change
any Paying Agent or Registrar without notice to the Holders. The Issuer or any
of its Subsidiaries may act as Paying Agent or Registrar.

            4. Indenture. The Issuer issued the Notes under an Indenture dated
as of March 18, 2004 (the "Indenture") between the Issuer and the Trustee. This
is one of an issue of Notes of the Issuer issued, or to be issued, under the
Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb), as amended from time to time. The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of them. Each Holder of a Note agrees to and shall be
bound by such provisions. Capitalized and certain other terms used herein and
not otherwise defined have the meanings set forth in the Indenture.

            5. Optional Redemption. (a) Except as set forth below, the Notes
will not be redeemable at the option of the Issuer prior to April 1, 2009.
Starting on that date, the Issuer may redeem all or any portion of the Notes, at
any time or from time to time, after giving the required notice under the
Indenture. The Notes may be redeemed at the redemption prices set forth below
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date). The following prices are for Notes
redeemed during the 12-month period commencing on April 1 of the years set forth
below, and are expressed as percentages of principal amount at maturity:

<TABLE>
<CAPTION>
Redemption                     Redemption
   Year                          Price
----------                     ----------
<S>                            <C>
   2009......................  105.750%
   2010......................  103.833%
   2011......................  101.917%
   2012 and thereafter.......  100.000%
</TABLE>

            (b) At any time on or prior to April 1, 2009, the Notes may also be
redeemed or purchased, by or on behalf of the Issuer, in whole, or any portion
thereof, at the Issuer's option (a "Pre-2009 Redemption"), at a price equal to
100% of the Accreted Value thereof, plus the Applicable Premium as of, and
accrued but unpaid additional interest, if any, to the date of redemption or
purchase pursuant to such Pre-2009 Redemption (the "Pre-2009 Redemption Date")
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date). Such Pre-2009
Redemption or purchase may be made upon notice mailed by first-class mail to
each Holder's registered address, not less than 30 nor more than 60 days prior
to the Redemption Date. The Issuer may provide in such notice that payment of

                                      A-5

<PAGE>

such price and performance of the Issuer's obligations with respect to such
redemption or purchase may be performed by another Person.

            "Applicable Premium" means, with respect to a Note at any Pre-2009
Redemption Date, the excess of (A)the present value at such Pre-2009 Redemption
Date of (1)the redemption price of such Note on April 1, 2009 (as set forth in
the table above), computed using a discount rate equal to the Treasury Rate plus
50 basis points over (B)the Accreted Value of such Note on such Pre-2009
Redemption Date. Calculation of the Applicable Premium will be made by the
Issuer or on behalf of the Issuer by such Person as the Issuer shall designate.

            "Treasury Rate" means, with respect to a Pre-2009 Redemption Date,
the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to such Pre-2009 Redemption Date (or,
if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such
Pre-2009 Redemption Date to April 1, 2009; provided, however, that if the period
from such Pre-2009 Redemption Date to April 1, 2009 is not equal to the constant
maturity of the United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the period from such Pre-2009 Redemption Date to April 1, 2009 is less
than one year, the weekly average yield on actually traded United States
Treasury Securities adjusted to a constant maturity of one year shall be used.

            Any notice to holders of the Notes of a Pre-2009 Redemption
hereunder needs to include the appropriate calculation of the redemption price,
but does not need to include the redemption price itself. The actual redemption
price, calculated as described above, must be set forth in an Officers'
Certificate of the Issuer delivered to the Trustee no later than two Business
Days prior to the Pre-2009 Redemption Date.

            (c) From time to time prior to April 1, 2007, the Issuer may redeem
up to a maximum of 40% of the aggregate principal amount at maturity of the
Notes issued under the Indenture prior to such date, with the proceeds of one or
more Qualified Equity Offerings, at a redemption price equal to 111.50% of the
Accreted Value thereof, plus accrued and unpaid additional interest, if any, at
the Redemption Date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date);
provided, however, that after giving effect to any such redemption, at least 60%
of the aggregate principal amount at maturity of Notes issued under the
Indenture prior to such date remains outstanding. Any such redemption shall be
made within 120 days of such Qualified Equity Offering upon not less than 30 nor
more than 60 days' prior notice.

            (d) Prior to April 1, 2007, upon the occurrence of a Change of
Control, the Notes may be redeemed by the Issuer, in whole and not in part, at a
redemption price equal to

                                      A-6

<PAGE>

100% of the Accreted Value thereof on the redemption date plus the Change of
Control Premium; provided, that such redemption (the "Change of Control
Redemption") occurs within 60 days of the occurrence of such Change of Control.

            (e) The Trustee will select Notes called for redemption pursuant to
this paragraph 5 as set forth in the Indenture; provided that no Notes of $1,000
or less shall be redeemed in part. A new Note in principal amount at maturity
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
pursuant to this paragraph 5 hereto become due on the date fixed for redemption.
On and after the Redemption Date, interest stops accruing on Notes or portions
of them called for redemption.

            6. Notice of Redemption. Notices of redemption shall be mailed by
first class mail at least 30 but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at its registered address. Notices
of redemption may not be conditional. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount at maturity thereof to be redeemed.

            7. Offers To Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Issuer shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

            8. Registration Rights. (a) Pursuant to a Registration Rights
Agreement among the Issuer and the Initial Purchaser named therein (the
"Registration Rights Agreement") and subject to the further limitations and
conditions set forth therein, the Issuer will be obligated to consummate an
exchange offer (the "Exchange Offer") pursuant to which the Holder of this Note
shall have the right to exchange this Note for Notes which have been registered
under the Securities Act, in like principal amount at maturity and having
substantially identical terms as the Notes.

            (b) In the event that: (i) within 360 days after the Issue Date,
neither the Exchange Offer Registration Statement nor, if required to be filed
pursuant to Section 3(a)(i) or (ii) of the Registration Rights Agreement, any
Shelf Registration Statement has been filed with the Commission; (ii) within 30
days after a Shelf Registration Statement is required to be filed pursuant to
Section 3(a)(i) or (ii) of the Registration Rights Agreement, so long as such
30th day is a day after the 360th day following the Issue Date, the Shelf
Registration Statement has not been filed with Commission; (iii) within 420 days
after the Issue Date, the Exchange Offer Registration Statement has not been
declared effective as required by Section 2(a) of the Registration Rights
Agreement; (iv) within 450 days after the Issue Date, neither the Exchange Offer
has been consummated nor, if required to be filed pursuant to Section 3(a)(i) or
(ii) of the Registration Rights Agreement, the Shelf Registration Statement has
been declared effective; (v) within 60 days of the day on which the obligation
to file a Shelf Registration Statement arises pursuant solely to Section
3(a)(iii) of the Registration Rights Agreement, the Issuer fails to file such
Shelf

                                      A-7
<PAGE>

Registration Statement with the Commission; (vi) within 60 days of the day on
which the obligation to have a Shelf Registration Statement declared effective
arises pursuant solely to Section 3(a)(iii) of the Registration Rights
Agreement, such Shelf Registration Statement has not been declared effective; or
(vii) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration Statement
thereafter ceases to be effective or fails to be usable in connection with
resales of Notes or Exchange Notes in accordance with and during the periods
specified in this Indenture, other than as permitted pursuant to Section
3(b)(ii) and Section 4(k)(iii) of the Registration Rights Agreement (each such
event a "Registration Default" and each period during which a Registration
Default has occurred and is continuing, a "Registration Default Period"), then,
as liquidated damages for such Registration Default, additional interest
("Additional Interest") will accrue on the aggregate principal amount at
maturity solely of those Notes and Exchange Notes subject to such Registration
Default (in addition to the stated interest on the Notes and Exchange Notes)
from and including the date on which any such Registration Default shall occur
to, but excluding the date that is the earlier of (1) the date on which all
Registration Defaults applicable to the subject Notes and Exchange Notes have
been cured or (2) the date on which all the Notes and Exchange Notes otherwise
become freely transferable by Holders other than Affiliates of the Issuer
without further registration under the Securities Act. Additional interest will
accrue at an initial rate of 0.25% per annum, which rate shall increase by 0.25%
per annum for each subsequent 90-day period during which such Registration
Default continues up to a maximum of 1.00% per annum. Any such accrued interest
shall be payable in cash to Holders of the Notes on each Interest Payment Date
at such time as interest on the Notes is payable in cash. If, after the cure of
all Registration Defaults then in effect, there is a subsequent Registration
Default, the rate of additional interest for such subsequent Registration
Default shall initially be 0.25% regardless of the rate in effect with respect
to any prior Registration Default at the time of cure of such Registration
Default. Notwithstanding the foregoing, the amount of additional interest
payable shall not increase because more than one Registration Default has
occurred and is pending.

            9. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay to it any taxes and
fees required by law or permitted by the Indenture. The Registrar shall not be
required to exchange or register a transfer of any Note for a period of 15 days
immediately preceding the redemption of Notes, except the unredeemed portion of
any Note being redeemed in part.

            10. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.

            11. Unclaimed Money. If money for the payment of Accreted Value of
or interest remains unclaimed for two years, the Trustee or Paying Agent will
pay the money back to the Issuer at its written request. After that, Holders
entitled to the money must look to the Issuer for payment as general creditors
unless an "abandoned property" law designates another Person.

                                       A-8

<PAGE>

            12. Amendment, Supplement, Waiver, Etc. The Issuer, the Subsidiary
Guarantors, if any, and the Trustee (if a party thereto) may, without the
consent of the Holders of any outstanding Notes, amend, waive or supplement the
Indenture or the Notes for certain specified purposes, including, among other
things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, providing for the assumption by a successor to the Issuer of its
obligations under the Indenture and making any change that does not materially
and adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture or the Notes may be made by the Issuer, the
Subsidiary Guarantors, if any, and the Trustee with the consent of the Holders
of not less than a majority of the aggregate principal amount at maturity of the
outstanding Notes, subject to certain exceptions requiring the consent of the
Holders of the particular Notes to be affected.

            13. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Issuer and its Restricted Subsidiaries to, among other
things, incur additional Debt, pay dividends on, redeem or repurchase its
Capital Stock, make certain investments, sell assets, create restrictions on the
payment of dividends or other amounts to the Issuer from its Restricted
Subsidiaries, enter into transactions with Affiliates, expand into unrelated
businesses, create liens or consolidate, merge or sell all or substantially all
of the assets of the Issuer and its Restricted Subsidiaries and requires the
Issuer to provide reports to Holders of the Notes. Such limitations are subject
to a number of important qualifications and exceptions. Pursuant to Section 4.06
of the Indenture, the Issuer must annually report to the Trustee on compliance
with such limitations.

            14. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

            15. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Sections 6.01(6) and
6.01(7) of the Indenture) occurs and is continuing, then, and in each and every
such case, either the Trustee, by notice in writing to the Issuer, or the
Holders of not less than 25% of the principal amount at maturity of the Notes
then outstanding, by notice in writing to the Issuer and the Trustee, may, and
the Trustee at the request of such Holders shall, declare due and payable, if
not already due and payable, the Accreted Value of, principal of and any accrued
and unpaid interest on all of the Notes; and upon any such declaration all such
amounts upon such Notes shall become and be immediately due and payable,
anything in the Indenture or in the Notes to the contrary notwithstanding. If an
Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture
occurs, then the Accreted Value, principal of and any accrued and unpaid
interest on all of the Notes shall immediately become due and payable without
any declaration or other act on the part of the Trustee or any Holder. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount at maturity of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.The Trustee may withhold

                                       A-9

<PAGE>

from holders notice of any continuing default (except a default in payment of
Accreted Value of, premium, if any, or interest on the Notes or a default in the
observance or performance of any of the obligations of the Issuer under Article
Five of the Indenture) if it determines that withholding notice is in their best
interests.

            16. Trustee Dealings with Issuer. Subject to certain limitations
imposed by the Trust Indenture Act, the Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not Trustee.

            17. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, agent, member or stockholder or Affiliate of
the Issuer, as such, shall have any liability for any obligations of the Issuer
under the Notes, the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. No past, present or future
director, officer, employee, incorporator, agent or stockholder or Affiliate of
any of the Subsidiary Guarantors, if any, as such, shall have any liability for
any obligations of the Subsidiary Guarantors under the Subsidiary Guarantees,
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes and Subsidiary Guarantees,
if any, by accepting a Note and a Subsidiary Guarantee waives and releases all
such liabilities. The waiver and release are part of the consideration for
issuance of the Notes and the Subsidiary Guarantees, if any.

            18. Discharge. The Issuer's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Notes or upon
the irrevocable deposit with the Trustee of United States dollars or Government
Obligations sufficient to pay when due Accreted Value of and interest on the
Notes to maturity or redemption, as the case may be.

            19. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.

            20. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Trustee, the
Issuer and the Subsidiary Guarantors, if any, agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture or the Notes.

            21. Abbreviations. Customary abbreviations may be used in the name
of a holder or an assignee, such as: TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                                       A-10

<PAGE>


                  The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                        Pharma Services Intermediate Holding Corp.
                        c/o Quintiles Transnational Corp.
                        4709 Creekstone Drive
                        Riverbirch Building, Suite 200
                        Durham, North Carolina  27703-8411
                        Attn:  General Counsel

                  With a copy to:

                        With a copy to:

                        Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
                        L.L.P.
                        2500 First Union Capital Center
                        Post Office Box 2611
                        Raleigh, North Carolina  27602-2611
                        Fax:  (919) 821-6800
                        Telephone:  (919) 821-1220
                        Attn:  Gerald F. Roach, Esq.
                               Lee M. Kirby, Esq.

                  and

                        Morgan, Lewis & Bockius LLP
                        101 Park Avenue
                        New York, NY  10178
                        Fax:  (212) 309-6273
                        Phone:  (212) 309-6000
                        Attn:  Ira White, Esq.

                                      A-11

<PAGE>

                                   ASSIGNMENT

            I or we assign and transfer this Note to:

________________________________________________________________________________
                  (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
                  (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Issuer. The Agent
may substitute another to act for him.

Date: _____________            Your Signature: _________________________________
                                              (Sign exactly as your name appears
                                               on the other side of this Note)

Signature Guarantee:______________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have all or any part of this Note purchased
by the Issuer pursuant to Section 4.08 or Section 4.12 of the Indenture, check
the appropriate box:

            [ ] Section 4.08                  [ ] Section 4.12

            If you want to have only part of the Note purchased by the Issuer
pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you
elect to have purchased:

$______________________________
     (multiple of $1,000)

Date:__________________________

                         Your Signature: ______________________________________
                                         (Sign exactly as your name appears on
                                          the face of this Note)
_______________________________
          Signature Guaranteed

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-13

<PAGE>

                                                                       EXHIBIT B

 [FORM OF LEGEND FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE RESTRICTED
                                   SECURITIES]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

      (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
      ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
      REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
      "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A) (1), (2), (3) OR (7) OF
      REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

      (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
      (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
      THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
      144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULES 903
      OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN
      ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
      COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION; AND

      (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
      INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
      THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER

                                      B-1

<PAGE>

THE SECURITIES ACT. THE INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING.

                                      B-2

<PAGE>

       [FORM OF ASSIGNMENT FOR 144A SECURITIES AND OTHER SECURITIES THAT
                                      ARE
                             RESTRICTED SECURITIES]

            I or we assign and transfer this Note to:

________________________________________________________________________________
                  (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
                  (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Issuer. The Agent
may substitute another to act for him.

                                   [Check One]

            [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

            or

            [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date:                        Your Signature:
     ____________________                  ____________________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

Signature Guarantee:
                    ___________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee pro-

                                     B-3

<PAGE>

gram" as may be determined by the Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.

                                       B-4
<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

            The transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act, and, accordingly, the transferor hereby
further certifies that the beneficial interest or certificated Note is being
transferred to a Person that the transferor reasonably believed and believes is
purchasing the beneficial interest or certificated Note for its own account, or
for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such transfer is in compliance with any
applicable securities laws of any state of the United States. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or certificated Note will be subject to the
restrictions on transfer enumerated on the Rule 144A Notes and/or the
certificated Note and in the Indenture and the Securities Act.

Dated: _______________             _____________________________________________

                                   NOTICE: To be executed by an executive
                                           officer

                                      B-5
<PAGE>

                                                                     EXHIBIT C-1

                     [FORM OF LEGEND FOR REGULATION S NOTE]

            THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS UNLESS REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT.

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

      (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
      ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
      REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
      "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A) (1), (2), (3) OR (7) OF
      REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

      (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
      (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
      THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
      144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULES 903
      OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN
      ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
      COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION; AND

                                      C1-1
<PAGE>

      (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
      INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
      THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

                                      C1-2
<PAGE>

                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

                    I or we assign and transfer this Note to:

             ______________________________________________________
             (Insert assignee's social security or tax I.D. number)

             ______________________________________________________
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Note on the books of the Issuer. The Agent
may substitute another to act for him.

                                   [Check One]

            [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Regulation S
thereunder.

            or

            [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date:                     Your Signature:
     ___________________                ______________________________________
                                         (Sign exactly as your name appears on
                                          the face of this Note)

Signature Guarantee:___________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      C1-3
<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

            The transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the transferor
hereby further certifies that (i) the transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
transferee was outside the United States or such transferor and any Person
acting on its behalf reasonably believed and believes that the transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Note will be subject to the restrictions on transfer enumerated
on the Regulation S Notes and/or the certificated Note and in the Indenture and
the Securities Act.

Dated:_____________________      _______________________________________________

                                 NOTICE:  To be executed by an executive officer

                                      C1-4
<PAGE>

                                                                     EXHIBIT C-2

       [FORM OF LEGEND TO BE ADDED TO REGULATION S TEMPORARY GLOBAL NOTE]

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN)."

                                      C1-5
<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

            ANY GLOBAL NOTE AUTHENTICATED AND DELIVERED HEREUNDER SHALL BEAR A
LEGEND (WHICH WOULD BE IN ADDITION TO ANY OTHER LEGENDS REQUIRED IN THE CASE OF
A RESTRICTED NOTE) IN SUBSTANTIALLY THE FOLLOWING FORM:

            THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                      D-1
<PAGE>

                                                                     EXHIBIT E-1

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


Wells Fargo Bank, N.A.
213 Court Street
Suite 703
Middletown, CT  06457

Attention: Corporate Trust Services

            Re:      Pharma Services Intermediate Holding Corp., a Delaware
                     corporation,as issuer (the "Issuer"), 11 1/2% Senior
                     Discount Notes due 2014 (the "Notes")

Dear Sirs:

            In connection with our proposed sale of $   aggregate principal
amount at maturity of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

            (1) the offer of the Notes was not made to a U.S. person or to a
person in the United States;

            (2) either (a) at the time the buy offer was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States, or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;

            (3) no directed selling efforts have been made in the United States
in contravention of the requirements of Rule 904(a) of Regulation S;

            (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

            (5) we have advised the transferee of the transfer restrictions
applicable to the Notes.

                                      E1-1
<PAGE>

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                     Very truly yours,

                                     [Name of Transferor]

                                     By:
                                         ______________________________________

                                      E1-2
<PAGE>

                                                                     EXHIBIT E-2

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                     TRANSFERS OF TEMPORARY REGULATION NOTE

                                                        _______________, ______

Wells Fargo Bank, N.A.
213 Court Street
Suite 703
Middletown, CT  06457

Attention:  Corporate Trust Administration

            Re:      Pharma Services Intermediate Holding Corp.,
                     a Delaware corporation,
                     as issuer (the "Issuer"), 11 1/2% Senior
                     Discount Notes due 2014 (the "Notes")

Dear Sirs:

            This letter relates to U.S. $_______   principal amount of Notes
represented by a certificate (the "LEGENDED CERTIFICATE") which bears a legend
outlining restrictions upon transfer of such Legended Certificate. Pursuant to
Section 2.17(c) of the Indenture (the "INDENTURE") dated as of March 18, 2004
relating to the Notes, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States (or to an Initial
Purchaser (as defined in the Indenture)) to whom the Notes could be transferred
in accordance with Rule 904 of Regulation S promulgated under the U.S.
Securities Act of 1933, as amended.

            You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                            Very truly yours,
                                            [Name of Holder]

                                            By:   ____________________________
                                                   Authorized Signature

                                      E1-1
<PAGE>

                                                                       EXHIBIT F

                              SUBSIDIARY GUARANTEES

            Each of the undersigned (the "Subsidiary Guarantors") hereby jointly
and severally unconditionally guarantees, to the extent set forth in the
Indenture dated as of March 18, 2004 between Pharma Services Intermediate
Holding Corp., a Delaware corporation, as issuer (the "Issuer") and Wells Fargo
Bank, N.A., as Trustee (as amended, restated or supplemented from time to time,
the "Indenture"), and subject to the provisions of the Indenture, (a) the due
and punctual payment of the Accreted Value or principal of, and premium, if any,
and interest on the Notes, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on overdue Accreted Value or principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Issuer to the Holders or the Trustee, all in accordance
with the terms set forth in Article Ten of the Indenture, and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise.

            The obligations of the Subsidiary Guarantors to the Holders and to
the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article Ten of the Indenture, and reference is hereby
made to the Indenture for the precise terms and limitations of this Subsidiary
Guarantee. Each Holder of the Note to which this Subsidiary Guarantee is
endorsed, by accepting such Note, agrees to and shall be bound by such
provisions.

            Each Subsidiary Guarantee will be limited to an amount not to exceed
the maximum amount that can be guaranteed by such Subsidiary Guarantor after
giving effect to all of its other contingent and fixed liabilities without
rendering such Subsidiary Guarantee, as it relates to such Subsidiary Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally.

                         [Signatures on Following Pages]

                                       F-1
<PAGE>

            IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused
this Subsidiary Guarantee to be signed by a duly authorized officer.

                                         [SUBSIDIARY GUARANTOR]

                                         By: ___________________________________
                                             Name:
                                             Title:
                                      F-2

<PAGE>

                                                                       EXHIBIT G

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

Pharma Services Intermediate Holding Corp.
c/o Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 200
Durham, North Carolina  27703-8411

Wells Fargo Bank, N.A.
213 Court Street
Suite 703
Middletown, CT  06457

            Re:  11 1/2% SENIOR DISCOUNT NOTES DUE 2014

            Reference is hereby made to the Indenture, dated as of March 18,
2004 (the "Indenture"), between Pharma Services Intermediate Holding Corp., as
issuer (the "Issuer"), and Wells Fargo Bank, N.A., as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

            In connection with our proposed purchase of $219,000,000 million
aggregate principal amount of:

            (a) [ ] a beneficial interest in a Global Note, or

            (b) [ ] a definitive Note,

we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf

                                      G-1
<PAGE>

of any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, prior to the expiration of the holding
period applicable to sales of the Notes under Rule 144(k) of the Securities Act,
we will do so only (A) to the Issuer or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (D) pursuant to the
provisions of Rule 144(k) under the Securities Act, (E) in accordance with
another exemption from the registration requirements of the Securities Act (and
based upon an opinion of counsel acceptable to the Issuer) or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuer such certifications, legal opinions and other information as you and the
Issuer may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                      G-2
<PAGE>

            You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                     __________________________________________
                                     [Insert Name of Transferor]

                                     By:_______________________________________
                                        Name:
                                        Title:

Dated: _____________,_______

                                      G-3