MOUNTAIN STATES CAPITAL, INC.
                                     ISSUER




                                       AND




                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                     TRUSTEE






                                    INDENTURE



                            DATED AS OF _______, 2000








                          18% 12 MONTH PROMISSORY NOTES
                      INDENTURE, DATED AS OF _______, 2000
<PAGE>
                      BETWEEN MOUNTAIN STATES CAPITAL, INC.
                AND U.S. BANK TRUST NATIONAL ASSOCIATION, TRUSTEE

     Cross-reference  sheet  showing  the  location  in  the  Indenture  of  the
provisions  inserted  pursuant to Sections 310 through  318(a)  inclusive of the
Trust Indenture Act of 1939.

     TIA                                            INDENTURE SECTION
     ---                                            -----------------

     Section 310(a)(1)                              7.09
                           (a)(2)                   7.09
                           (a)(3)                   Not Applicable
                           (a)(4)                   Not Applicable
                           (b)                             7.08
                                                           7.10
     Section 311(a) 7.13(a)
                           (b)                             7.13(b)
                           (b)(2)                   8.03(a)(2)
                                                           8.03(b)
     Section 312(a) 8.01
                                                           8.02(a)
                           (b)                             8.02(b)
                           (c)                             8.02(c)
     Section 313(a) 8.03(a)
                           (b)                             8.03(b)
                           (c)                             8.03(a)
                                                           8.03(b)
                           (d)                             8.03(c)
     Section 314(a) 8.04
                           (b)                        11.07
                           (c)(1)                   1.02
                           (c)(2)                   1.02
                           (c)(3)                   4.03(4)
                           (d)                             4.03(4)
                           (e)                             1.02
     Section 315(a) 7.01(a)
                                                           7.01(c)
                           (b)                             7.02
                                                           8.03(a)(7)
                           (c)                             7.01(b)
                           (d)                             7.01

                                       2
<PAGE>
                           (d)(1)                   7.01(a)
                           (d)(2)                   7.01(c)(2)
                           (d)(3)                   7.02(c)(3)
                           (e)                              6.16
     Section 316(a) 1.01
                           (a)(1)(A)                        6.02
                                                            6.14
                           (a)(1)(B)                        6.15
                           (a)(2)                   Not Applicable
                           (b)                              6.10
     Section 317(a)(1)                              6.03
                           (a)(2)                   6.06
                           (b)                        11.03
     Section 318(a) 1.07

----------
Note: This  cross-reference  sheet  shall  not,  for any  purpose,  be deemed to
      constitute a part of the Indenture.

                                        3

<PAGE>
                             PRELIMINARY STATEMENT

ARTICLE ONE

  Definitions and Other Provisions of General Application...................   4
  Section 1.01.  Definitions................................................   4
  Section 1.02.  Compliance Certificates and Opinions.......................  10
  Section 1.03.  Form of Documents Delivered to Trustee.....................  10
  Section 1.04.  Acts of Noteholders........................................  11
  Section 1.05.  Notices, etc., to Trustee and Issuer.......................  12
  Section 1.06.  Notices to Noteholders; Waivers............................  12
  Section 1.07.  Conflict with Trust Indenture Act..........................  12
  Section 1.08.  Effect of Headings and Table of Contents...................  13
  Section 1.09.  Successors and Assigns.....................................  13
  Section 1.10.  Separability...............................................  13
  Section 1.11.  Benefits of Indenture......................................  13
  Section 1.12.  Legal Holidays.............................................  13
  Section 1.13.  Governing Law..............................................  13
  Section 1.14.  Counterparts...............................................  13
  Section 1.15.  Recourse on Obligation.....................................  14
  Section 1.16.  Inspection.................................................  14

ARTICLE TWO

  Note Form.................................................................  15
  Section 2.01.  Forms Generally............................................  15
  Section 2.02.  Form of Notes..............................................  15

ARTICLE THREE

  The Notes.................................................................  28
  Section 3.01.  Amount Unlimited; Notes Issuable in Classes; Certain
                   Related Provisions.......................................  28
  Section 3.02.  Denominations..............................................  29
  Section 3.03.  Execution, Authentication, Delivery and Dating.............  29
  Section 3.04.  Temporary Notes............................................  29
  Section 3.05.  Registration, Registration of Transfer and Exchange........  30
  Section 3.06.  Mutilated, Destroyed, Lost or Stolen Notes.................  31
  Section 3.07.  Payment of Principal and Interest; Principal and
                 Interest Rights Preserved..................................  32
  Section 3.08.  Persons Deemed Owners......................................  35
  Section 3.09.  Cancellation...............................................  35

                                       i
<PAGE>
ARTICLE FOUR

  Authentication and Delivery of Notes......................................  36
  Section 4.01.  General Provisions.........................................  36
  Section 4.02.  Execution of a Supplemental Indenture;
                 Representations and Warranties.............................  36
  Section 4.03.  No Pledge of Security for Notes............................  37
  Section 4.04.  Delivery of Other Documents................................  37
  Section 4.05.  Acceptance by Trustee......................................  38

ARTICLE FIVE

  Satisfaction and Discharge................................................  40
  Section 5.01.  Satisfaction and Discharge of Indenture....................  40
  Section 5.02.  Application of Trust Money.................................  41

ARTICLE SIX

  Remedies..................................................................  42
  Section 6.01.  Events of Default..........................................  42
  Section 6.02.  Acceleration of Maturity: Rescission and Annulment.........  43
  Section 6.03.  Collection of Indebtedness and Suits for Enforcement
                   by Trustee...............................................  44
  Section 6.04.  Remedies...................................................  45
  Section 6.05.  Optional Preservation of Trust Estate......................  45
  Section 6.06.  Trust May File Proofs of Claim.............................  46
  Section 6.07.  Trustee May Enforce Claims Without Possession of Notes.....  47
  Section 6.08.  Application of Money Collected.............................  47
  Section 6.09.  Limitation on Suits........................................  48
  Section 6.10.  Unconditional Rights of Noteholders to Receive
                   Principal and Interest...................................  48
  Section 6.11.  Restoration of Rights and Remedies.........................  49
  Section 6.12.  Rights and Remedies Cumulative.............................  49
  Section 6.13.  Delay or Omission Not Waiver...............................  49
  Section 6.14.  Control by Noteholders.....................................  50
  Section 6.15.  Waiver of Past Defaults....................................  50
  Section 6.16.  Undertaking for Costs......................................  50
  Section 6.17.  Waiver of Stay or Extension Laws...........................  51
  Section 6.18.  Sale of Trust Estate.......................................  51
  Section 6.19.  Action on Notes............................................  52

                                       ii
<PAGE>
ARTICLE SEVEN

  The Trustee...............................................................  53
  Section 7.01.  Certain Duties and Responsibilities........................  53
  Section 7.02.  Notice of Default..........................................  54
  Section 7.03.  Certain Rights of Trustee..................................  54
  Section 7.04.  Not Responsible for Recitals or Issuance of Notes..........  56
  Section 7.05.  May Hold Notes.............................................  56
  Section 7.06.  Money Held in Trust........................................  56
  Section 7.07.  Compensation and Reimbursement.............................  56
  Section 7.08.  Disqualification; Conflicting Interests....................  57
  Section 7.09.  Corporate Trustee Required; Eligibility....................  65
  Section 7.10.  Resignation and Removal; Appointment of Successor..........  65
  Section 7.11.  Acceptance of Appointment by Successor.....................  67
  Section 7.12.  Merger, Conversion, Consolidation or Succession to
                   Business of Trustee......................................  67
  Section 7.13.  Preferential Collection of Claims Against Issuer...........  68

ARTICLE EIGHT

  Noteholders' Lists and Reports by Trustee and Issuer......................  73
  Section 8.01.  Issuer to Furnish Trustee Names and Addresses of
                   Noteholders..............................................  73
  Section 8.02.  Preservation of Information; Communications to
                   Noteholders..............................................  73
  Section 8.03.  Reports by Trustee.........................................  75
  Section 8.04.  Reports by Issuer..........................................  77

ARTICLE NINE

  [Intentionally Omitted.] .................................................  79

ARTICLE TEN

  Supplemental Indentures...................................................  79
  Section 10.01. Supplemental Indentures Without Consent of Noteholders.....  79
  Section 10.02. Supplemental Indentures With Consent of Noteholders........  81
  Section 10.03. Execution of Supplemental Indentures.......................  81
  Section 10.04. Effect of Supplemental Indentures..........................  81
  Section 10.05. Conformity with Trust Indenture Act........................  83
  Section 10.06. Reference in Notes to Supplemental Indentures..............  83

                                      iii
<PAGE>
ARTICLE ELEVEN

  Covenants.................................................................  84
  Section 11.01. Payment of Principal and Interest..........................  84
  Section 11.02. Maintenance of Office or Agency............................  84
  Section 11.03. Money for Note Payments to Be Held in Trust................  84
  Section 11.04. Corporate Existence........................................  86
  Section 11.05. Protection of Trust Estate.................................  86
  Section 11.06. [Intentionally Omitted.]...................................  87
  Section 11.07. Opinions as to Trust Estate................................  87
  Section 11.08. Negative Covenants.........................................  87
  Section 11.09. Statement as to Compliance.................................  88

ARTICLE TWELVE

Redemption of Notes.........................................................  89
  Section 12.01. Right of Redemption by Holder..............................  89
  Section 12.02. Withdrawal of Requests.....................................  89
  Section 12.03. Redemption Register........................................  89
  Section 12.04. Notes Redeemed as a Whole or in Part.......................  90
  Section 12.05. Redemption by the Issuer...................................  90
  Section 12.06. Election to Redeem; Notice to Trustee......................  90
  Section 12.07. Notice of Redemption by the Issuer.........................  91
  Section 12.08. Deposit of Redemption Price................................  91
  Section 12.09. Notes Payable on Redemption Date...........................  92

ARTICLE THIRTEEN

  Accounts, Accountings and Releases........................................  93
  Section 13.01. Collection of Money........................................  93
  Section 13.02. Payment of Principal and Interest on the Notes.............  93

ARTICLE FOURTEEN

  Noteholders' Meetings.....................................................  94
  Section 14.01. Purposes for Which Meetings May Be Called..................  94
  Section 14.02. Manner of Calling Meetings.................................  94
  Section 14.03. Call of Meeting by Issuer or Noteholders...................  95
  Section 14.04. Who May Attend and Vote at Meetings........................  95
  Section 14.05. Regulations May Be Made by Trustee.........................  95
  Section 14.06. Manner of Voting at Meetings and Record to Be Kept.........  96
  Section 14.07. Exercise of Rights of Trustee and Noteholders Not
                   to Be Hindered or Delayed................................  97

                                       iv
<PAGE>
     INDENTURE,  dated as of ________,  2000,  between  MOUNTAIN STATES CAPITAL,
INC.,  an  Arizona  corporation,   as  Issuer,  and  U.S.  Bank  Trust  National
Association, a national banking association, as trustee.

                              PRELIMINARY STATEMENT

     The Issuer has duly authorized the execution and delivery of this Indenture
to provide for its 18% 12 MONTH PROMISSORY  NOTES,  issuable as provided in this
Indenture (the  "Notes").  The Notes will be issued from time to time only under
Supplements  to this Indenture duly executed and delivered by the Issuer and the
Trustee.

     All things necessary to make this Indenture a valid agreement of the Issuer
in accordance with its terms have been done.

                                       3
<PAGE>
                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 1.01. DEFINITIONS.

     Except as otherwise specified or as the context may otherwise require,  the
following terms have the respective meanings set forth below for all purposes of
this Indenture, and the definitions of such terms are equally applicable both to
the singular  and plural  forms of such terms.  All other terms used herein that
are defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein.

     "ACCOUNTANT":  A person engaged in the practice of accounting  who,  except
when this  Indenture  provides that an Accountant  must be  Independent,  may be
employed by or affiliated with the Issuer or an Affiliate of the Issuer.

     "ACT":  With respect to any  Noteholder,  the meaning  specified in Section
1.04.

     "AFFILIATE":  of any  specified  Person:  Any other Person  controlling  or
controlled  by or under  common  control  with such  specified  Person.  For the
purposes of this  definition,  "control" when used with respect to any specified
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.

     "BOARD OF  DIRECTORS":  Either the Board of  Directors of the Issuer or any
duly authorized committee of that Board.

     "BOARD RESOLUTION": A copy of a resolution certified by the Secretary or an
Assistant  Secretary  of the  Issuer to have been duly  adopted  by the Board of
Directors  and to be in full force and effect on the date of such  certification
and delivered to the Trustee.

     "BUSINESS  DAY":  Any day that is not a  Saturday,  Sunday  or other day on
which commercial  banking  institutions in St. Paul,  Minnesota,  or the city in
which  the  Trustee's  Corporate  Trust  Office is  located  are  authorized  or
obligated by law or executive order to be closed.

     "CLASS": All Notes with the same Stated Maturity.

     "CODE":  The Internal  Revenue Code of 1986, as it may be amended from time
to time,  any successor  statutes  thereto,  and applicable  U.S.  Department of
Treasury regulations issued pursuant thereto.

                                       4
<PAGE>
     "COMMISSION":  The Securities and Exchange Commission, as from time to time
constituted,  created  under the  Securities  Exchange Act of 1934, or if at any
time such  Commission is not existing and  performing the duties now assigned to
it under the Trust  Indenture Act, then the body  performing such duties at such
time under the Trust  Indenture Act or similar  legislation  replacing the Trust
Indenture Act.

     "CORPORATE  TRUST  OFFICE":  The  principal  corporate  trust office of the
Trustee located in Phoenix, Arizona,  provided that for registration,  transfer,
exchange, surrender and payment on the Notes, the term means the corporate trust
office of U.S. Bank Trust National Association in St. Paul Minnesota, or at such
other  address as the Trustee may  designate  from time to time by notice to the
Noteholders  and the Issuer,  or the  principal  corporate  trust  office of any
successor Trustee.

     "DATE OF EXECUTION": The actual date of execution of this instrument by the
Issuer and the Trustee as indicated by their respective  acknowledgments  hereto
annexed,  and if the Issuer and the Trustee shall have executed this  instrument
at different dates, the later date.

     "DEFAULT":  Any occurrence  that is, or with notice or the lapse of time or
both would become, an Event of Default.

     "DEFAULTED P&I": As defined in Section 3.07.

     "ELIGIBLE  INVESTMENTS":  One or  more  of  the  following  obligations  or
securities:

          (i) direct  obligations of, and obligations  fully  guaranteed by, the
     United States of America, the Federal Home Loan Mortgage  Corporation,  the
     Federal  National  Mortgage  Association  or any agency or  instrumentality
     thereof,  the  obligations of which are backed by the full faith and credit
     of the United States Government;

          (ii)  certificates  of deposit,  time deposits,  commercial  paper and
     banker  acceptances  issued by any trust  company or bank  situated  in the
     United  States  provided  that the debt  obligations  of such bank or trust
     company have been given a rating of A by Standard & Poor's  Corporation  or
     whose  commercial  paper has been  assigned  a rating of A-1 by  Standard &
     Poor's  or,  in the  case of a  principal  bank of a bank  holding  company
     system,  the senior debt or  commercial  paper of whom or of whose  holding
     company  has been so rated  (such  bank,  trust  company,  or bank  holding
     company is hereinafter referred to as a "Qualified Bank");

          (iii) investments in money market funds or investment funds, including
     those  managed by a trust  company or bank  situated  in the United  States
     constituting a Qualified  Bank, and provided that the  investments  held by
     such funds constitute Eligible Investments;

                                       5
<PAGE>
          (iv) deposits which are fully insured by the Federal Deposit Insurance
     Corporation; and

          (v) noninterest bearing negotiable  certificates of deposit of, or any
     deposit  with,  the  Trustee or any bank  situated  in the  United  States,
     provided  that the debt  obligations  of the Trustee or such bank have been
     given a rating of A by Standard & Poor's Corporation;

provided  that  Eligible  Investments  shall  include only such  obligations  or
securities that mature in [90 days] or less.

     "EVENT OF DEFAULT": As defined in Section 6.01.

     "EXECUTIVE OFFICER":  With respect to any corporation,  the Chairman of the
Board of Directors,  the  President,  any Vice  President,  the Secretary or the
Treasurer  of such  corporation;  with respect to any  partnership,  any general
partner thereof;  with respect to any bank or trust company acting as trustee of
an express trust or as custodian, any trust officer thereof.

     "GRANT": To grant, mortgage, pledge and create a security interest in.

     "INDENTURE" OR "THIS  INDENTURE":  This instrument as originally  executed,
and if from  time to time  supplemented  or  amended  by one or more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
as so supplemented  or amended.  All references in this instrument to designated
"Articles,"   "Sections"   "Subsections"  and  other  subdivisions  are  to  the
designated  Articles,  Sections,  Subsections  and  other  subdivisions  of this
instrument as originally executed. The words "herein," "hereof," "hereunder" and
other words of similar  import refer to this Indenture as a whole and not to any
particular Article, Section, Subsection or other subdivision.

     "INDEPENDENT":  When used with respect to any specified Person means such a
Person who (1) is in fact  independent  of the Issuer and any other obligor upon
the Notes or any Affiliate of the Issuer or of such other obligor,  (2) does not
have any direct financial  interest or any material indirect  financial interest
in the Issuer or in any such other  obligor or in an  Affiliate of the Issuer or
such other  obligor,  and (3) is not connected with the Issuer or any such other
obligor or any  Affiliate of the Issuer or of such other  obligor as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.  Whenever it is herein provided that any Independent Person's
opinion or certificate  shall be furnished to the Trustee,  such Person shall be
appointed by an Issuer Order and such  opinion or  certificate  shall state that
the signer has read this  definition and that the signer is  Independent  within
the meaning thereof.

     "INITIAL  OUTSTANDING AMOUNT": The Outstanding Amount of any Note as of the
date of issuance.

     "ISSUE  DATE":  With respect to any Class,  the date on which Notes of such
Class are first executed, authenticated and delivered.

                                       6
<PAGE>
     "ISSUER":  Mountain States Capital,  Inc., an Arizona corporation,  until a
successor  Person  shall  have  become  the Issuer  pursuant  to the  applicable
provisions of this Indenture,  and thereafter "Issuer" shall mean such successor
Person or any other obligor under this Indenture.

     "ISSUER ORDER" AND "ISSUER  REQUEST":  A written order or request signed in
the  name of the  Issuer  by two  Persons  one of which  shall be the  Chairman,
President,  or a Vice  President  of the  Issuer,  and one of whom  shall be the
Treasurer,  an Assistant Treasurer,  Secretary, or an Assistant Secretary of the
Issuer, and delivered to the Trustee.

     "MATURITY":  With  respect  to any  Note,  the  date on  which  the  unpaid
principal  of such Note  becomes due and payable as therein or herein  provided,
whether at the Stated  Maturity  or by  declaration  of  acceleration,  call for
redemption or otherwise.

     "NOTE RATE":  The rate of interest  payable on the Notes,  which is 18% per
annum.

     "NOTES":  Any Notes authorized by, and  authenticated  and delivered under,
this Indenture.

     "NOTEHOLDER" OR "HOLDER":  The Person in whose name a Note is registered in
the Note Register.

     "NOTE REGISTER" AND "NOTE REGISTRAR":  The respective meanings specified in
Section 3.05.

     "OFFICERS  CERTIFICATE":  A Certificate  signed by the Chairman,  the Chief
Executive Officer, the President or a Vice President,  and by the Treasurer,  an
Assistant  Treasurer,  the Secretary or an Assistant  Secretary of the Issuer or
other Person delivering such certificate,  and delivered to the Trustee.  Unless
otherwise specified,  any reference in this Indenture to an Officers Certificate
shall be to an Officers' Certificate of the Issuer.

     "OPINION  OF  COUNSEL":  A written  opinion of counsel  who may,  except as
otherwise expressly provided in this Indenture, be counsel for the Issuer.

     "OUTSTANDING":  With respect to Notes, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture except:

          (i) Notes  theretofore  canceled  by the Trustee or  delivered  to the
     Trustee for cancellation;

          (ii) Notes or portions  thereof for whose payment or redemption  money
     in the necessary amount has been theretofore  deposited with the Trustee or
     any  Paying  Agent,  other  than the  Issuer,  in trust  or set  aside  and
     segregated  in trust by the  Issuer,  if the  Issuer  shall  act as its own

                                       7
<PAGE>
     Paying Agent,  for the Holders of such Notes;  provided that, if such Notes
     or portions thereof are to be redeemed,  notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made;

          (iii) Notes in exchange  for or in lieu of which other Notes have been
     authenticated  and  delivered  pursuant  to  this  Indenture  unless  proof
     satisfactory  to the Trustee is presented that any such Notes are held by a
     holder in due course;

provided,  that in  determining  whether the Holders of the requisite  principal
amount of the Outstanding  Notes or of the  Outstanding  Notes of any Class have
given any request, demand,  authorization,  direction, notice, consent or waiver
hereunder,  Notes owned by the Issuer or any other obligor upon the Notes or any
Affiliate of the Issuer or such other  obligor shall be  disregarded  and deemed
not to be Outstanding,  except that, in determining whether the Trustee shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only  Notes that the  Trustee  knows to be so owned
shall be so disregarded. Notes so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the  pledgee's  right so to act with  respect to such Notes and that the
pledgee is not the Issuer or any other  obligor upon the Notes or any  Affiliate
of the Issuer or such other obligor.

     "PAYMENT  DATE":  Any Redemption Date and/or monthly date on which interest
is payable for a Class of Notes.

     "PAYING AGENT": Any Person authorized by the Issuer to pay the principal of
or interest on any Notes on behalf of the Issuer.

     "PERMITTED ENCUMBRANCES": The lien created by this Indenture.

     "PERSON":  Any  individual,   corporation,   partnership,   joint  venture,
association,  joint stock company,  trust,  including any  beneficiary  thereof,
unincorporated organization,  government, or any agency or political subdivision
thereof.

     "PREDECESSOR  NOTES":  With respect to any particular  Note, every previous
Note  evidencing  all or a portion  of the same debt as that  evidenced  by such
particular   Note;  and,  for  the  purposes  of  this   definition,   any  Note
authenticated  and delivered under Section 3.06 in lieu of a lost,  destroyed or
stolen Note shall be deemed to evidence the same debt as the lost,  destroyed or
stolen Note.

     "PROCEEDING":  Any  suit in  equity,  action  at law or other  judicial  or
administrative proceeding.

     "QUALIFIED BANK": As defined in the definition of Eligible Investments.

     "REDEMPTION  DATE":  With  respect to the Notes of any  Class,  the date or
dates provided in the Supplemental Indenture for a Class on which Notes shall or

                                       8
<PAGE>
may, at the option of the Issuer or the Holder,  be redeemed.  Unless  otherwise
specified,  the  Redemption  Date for a Note shall be the first day of the first
month  beginning  at  least 90 days  after  receipt  of a  written  request  for
redemption of the Note in accordance with this Indenture.

     "REDEMPTION  PRICE":  With respect to any Note to be redeemed,  100% of the
unpaid principal amount thereof.

     "REGULAR RECORD DATE": With respect to the interest or principal payable on
any Payment Date or  Redemption  Date,  the close of business on the 20th day of
the month preceding that in which such Payment Date or Redemption Date occurs.

     "RESPONSIBLE  OFFICER":  With  respect  to the  Trustee,  the  chairman  or
vice-chairman  of the board of directors,  the chairman or  vice-chairman of the
executive  committee  of  the  board  of  directors,  the  president,  any  vice
president,  the secretary, any assistant secretary, the treasurer, any assistant
treasurer,  the cashier,  any assistant cashier,  any trust officer or assistant
trust officer, the controller,  any assistant controller or any other officer of
the Trustee customarily  performing  functions similar to those performed by any
of the above  designated  officers and also means,  with respect to a particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.

     "STATED  MATURITY":  With respect to any Note,  the date  specified in such
Note or the Supplemental  Indenture for such Class of Notes as the fixed date on
which the principal of such Note is due and payable.

     "SUPPLEMENT" OR "SUPPLEMENTAL INDENTURE": An indenture supplemental to this
Indenture that authorized a Class of Notes or is otherwise entered into pursuant
to Article 10.

     "TIA":  The Trust Indenture Act of 1939, as amended,  and applicable  rules
and regulations thereunder.

     "TRUST  ESTATE":  All  money,  instruments  and other  property  subject or
intended to be subject to the lien of this  Indenture for the benefit of holders
of the Notes or of any particular  Class of Notes as of any particular time. The
Notes are initially being issued without security.

     "TRUST INDENTURE ACT" OR "TIA": The Trust Indenture Act of 1939 as in force
at the Date of Execution, unless otherwise specifically provided.

     "TRUSTEE":  U.S.  Bank  Trust  National  Association,  a  national  banking
association,  until a successor  Person shall become the Trustee pursuant to the
applicable  provisions of this  Indenture,  and thereafter  "Trustee" shall mean
such successor Person.

                                       9
<PAGE>
     "VICE PRESIDENT":  With respect to any Person, any vice president,  whether
or not designated by a number or a word or words added before or after the title
"vice president."

     "VOTING  STOCK":  Capital stock of a  corporation  of any class or classes,
however designated,  having ordinary voting power for the election of a majority
of the  members of the board of  directors,  or other  governing  body,  of such
corporation,  other than  capital  stock having such power only by reason of the
happening of a contingency.

Section 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any  application  or request by the Issuer to the  Trustee to take any
action under any  provision of this  Indenture,  the Issuer shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent,  if any,
provided  for in this  Indenture  relating  to the  proposed  action  have  been
complied  with and an  Opinion of Counsel  stating  that in the  opinion of such
counsel all such conditions  precedent,  if any, have been complied with, except
that in the case of any such  application  or request as to which the furnishing
of such  documents is  specifically  required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided  for in this  Indenture,  other  than  certificates  provided
pursuant to Subsection 8.04(4) of this Indenture, shall include:

          (1) a statement  that each  individual  signing  such  certificate  or
     opinion has read such  covenant or  condition  and the  definitions  herein
     relating thereto;

          (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;

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

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

Section 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where  several  matters  are  required to be  certified  by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one

                                       10
<PAGE>
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any  certificate  or  opinion  of an  officer  of the  Issuer may be based,
insofar as it relates to legal  matters,  upon a  certificate  of opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Issuer,  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Issuer,  unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

     Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

Section 1.04. ACTS OF NOTEHOLDERS.

          (a) Any request, demand,  authorization,  direction,  notice, consent,
     waiver or other action  provided by this  Indenture to be given or taken by
     Noteholders may be embodied in and evidenced by one or more  instruments of
     substantially  similar  tenor  signed by such  Noteholders  in person or by
     agent duly appointed in writing;  and, except as herein otherwise expressly
     provided,  such action  shall  become  effective  when such  instrument  or
     instruments are delivered to the Trustee, and, where it is hereby expressly
     required,  to the Issuer.  Such instrument or  instruments,  and the action
     embodied therein and evidenced thereby, are herein sometimes referred to as
     the "Act" of the Noteholders signing such instrument or instruments.  Proof
     of execution of any such  instrument  or of a writing  appointing  any such
     agent shall be sufficient for any purpose of this Indenture and, subject to
     Section 7.01, conclusive in favor of the Trustee and the Issuer, if made in
     the manner provided in this Section.

          (b) The fact  and  date of the  execution  by any  Person  of any such
     instrument  or writing may be proved in any manner  that the Trustee  deems
     sufficient.

          (c) The ownership of Notes shall be proved by the Note Register.

          (d) Any request, demand,  authorization,  direction,  notice, consent,
     waiver or other  action by the Holder of any Notes shall bind the Holder of
     every Note issued upon the registration  thereof or in exchange therefor or
     in lieu  thereof,  in respect of anything  done,  omitted or suffered to be

                                       11
<PAGE>
     done by the  Trustee  or the  Issuer in  reliance  thereon,  whether or not
     notation of such action is made upon such Note.

Section 1.05. NOTICES, ETC., TO TRUSTEE AND ISSUER.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
Act of Noteholders or other documents provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

          (1) the Trustee by any Noteholder or by the Issuer shall be sufficient
     for every purpose hereunder if made,  given,  furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, or

          (2) the Issuer by the Trustee or by any Noteholder shall be sufficient
     for every purpose hereunder, except as otherwise expressly provided herein,
     if in  writing  and  mailed,  first-class  postage  prepaid,  to the Issuer
     addressed to it at 1407 E. Thomas Road,  Phoenix,  Arizona 85014, or at any
     other address previously furnished in writing to the Trustee by the Issuer.

Section 1.06. NOTICES TO NOTEHOLDERS; WAIVERS.

     Where this Indenture  provides for notice to Noteholders of any event, such
notice shall be sufficiently  given, unless otherwise herein expressly provided,
if in writing  and  mailed,  first-class  postage  prepaid,  to each  Noteholder
affected by such event,  at his address as it appears on the Note Register,  not
later than the latest date, and not earlier than the earliest  date,  prescribed
for the giving of such notice.  In any case where notice to Noteholders is given
by mail,  neither the failure to mail such notice,  nor any defect in any notice
so mailed,  to any particular  Noteholder  shall affect the  sufficiency of such
notice with respect to other Noteholders,  and any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given.

     Where this Indenture provides for notice in any manner,  such notice may be
waived in writing by any Person  entitled to receive such notice,  either before
or after the event,  and such waiver  shall be the  equivalent  of such  notice.
Waivers  of notice by  Noteholders  shall be filed  with the  Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     In case, by reason of the suspension of regular mail service as a result of
a strike,  work stoppage or similar  activity,  it shall be  impractical to mail
notice of any event to  Noteholders  when such  notice is  required  to be given
pursuant  to any  provision  of this  Indenture,  then any manner of giving such
notice  as  shall  be  satisfactory  to the  Trustee  shall  be  deemed  to be a
sufficient giving of such notice.

                                       12
<PAGE>
Section 1.07. CONFLICT WITH TRUST INDENTURE ACT.

     If any  provision  hereof  limits,  qualifies  or  conflicts  with  another
provision hereof that is required to be included in this Indenture by any of the
provisions of TIA, such required provision shall control.

Section 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section  headings  herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.09. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Issuer shall bind its
successors and assigns, whether so expressed or not.

Section 1.10. SEPARABILITY.

     In case any  provision in this  Indenture or in 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.

Section 1.11. BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Notes,  express or implied,  shall give
to any Person, other than the parties hereto and their successors hereunder, and
the Noteholders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

Section 1.12. LEGAL HOLIDAYS.

     In any case where the date of any interest payment date, Redemption Date or
the  Stated   Maturity  of  any  Note  shall  not  be  a  Business  Day,   then,
notwithstanding any other provision of the Notes or this Indenture, payment need
not be made on such date,  but may be made on the next  succeeding  Business Day
with  the same  force  and  effect  as if made on the  nominal  date of any such
interest payment, Redemption Date or Stated Maturity, as the case may be, and no
interest shall accrue for the period from and after any such nominal date.

Section 1.13. GOVERNING LAW.

     This  Indenture,  each  Supplement  and each  Note  shall be  construed  in
accordance  with and governed by the Laws of the State of Arizona  applicable to
agreements made and to be performed therein.

                                       13
<PAGE>
Section 1.14. COUNTERPARTS.

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

Section 1.15. RECOURSE ON OBLIGATION.

     Notwithstanding anything to the contrary in this Indenture, recourse on the
Notes of any Class or under the  Indenture and  Supplemental  Indenture for such
Class may be taken  against any property of the Issuer not included in the Trust
Estate securing such Notes, it being expressly  understood that the Notes of any
Class  and  the  Issuer   obligations  under  this  Indenture  and  the  related
Supplemental  Indenture are, except as limited by the foregoing,  general,  full
recourse  obligations  of the  Issuer.  No  recourse  may be taken  against  any
incorporator,  subscriber to the capital stock, stockholder, officer or director
of the Issuer,  or of any predecessor or successor of the Issuer with respect to
the Issuer's obligations on the Notes or under this Indenture or any certificate
or other writing delivered in connection herewith or therewith.

Section 1.16. INSPECTION.

     The Issuer  agrees that, on  reasonable  prior  notice,  it will permit any
representative  of the Trustee,  during the Issuer's  normal  business hours, to
examine  all the books of  account,  records,  reports  and other  papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be audited
by independent  certified  public  accountants  selected by the Trustee,  and to
discuss its affairs,  finances and accounts  with its  officers,  employees  and
independent  certified  public  accountants,  and by this  provision  the Issuer
hereby  authorizes  its  accountants  to discuss with such  representative  such
affairs, finances and accounts, all at such reasonable times and as often as may
be reasonably requested. Any expenses incident to the exercise by the Trustee of
any right under this Section 1.16 shall be borne by the Holders,  provided  that
if an audit is made during the  continuance of an Event of Default,  the expense
incident to such audit shall be borne by the Issuer.

                                       14
<PAGE>
                                   ARTICLE TWO

                                    Note Form


Section 2.01. FORMS GENERALLY.

     The Notes and the  Trustee's  certificates  of  authentication  shall be in
substantially  the  forms  set  forth in this  Article,  with  such  appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted  by this  Indenture,  or any  Supplement,  and may have such  letters,
numbers or other marks of identification and such legends or endorsements placed
thereon,  as may be required to comply with the rules of any securities exchange
on  which  the  Notes  may be  listed,  or as  may,  consistently  herewith,  be
determined by the officers executing such Notes, as evidenced by their execution
of the  Notes.  Any  portion  of the text of any  Note  may be set  forth on the
reverse thereof, with an appropriate reference thereto on the face of the Note.

     The  definitive  Notes  shall  be  typewritten,  printed,  lithographed  or
engraved or produced by any  combination  of these methods or may be produced in
any other  manner  permitted  by the Issuer  and by the rules of any  securities
exchange on which the Notes may be listed,  all as  determined  by the  officers
executing such Notes, as evidenced by their execution of such Notes.

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

Section 2.02. FORMS OF NOTES.

                     [FORM OF FACE OF MONTHLY PAYMENT NOTE]

$__________                                                        No.__________

                          MOUNTAIN STATES CAPITAL, INC.

                  18% 12 MONTH PROMISSORY NOTE, SERIES MP-____



STATED                   FIRST INTEREST
MATURITY:                PAYMENT DATE:

__________________       ____________________


     Mountain  States Capital,  Inc., a corporation  duly organized and existing
under the laws of the State of Arizona (herein referred to as the "Issuer"), for
value received, hereby promises

                                       15
<PAGE>
to pay to __________ ____________ or registered assigns, upon due presentment of
this Note for payment, the principal sum of ____________ ____________ Dollars on
or prior to the date set forth above (the "Stated Maturity") and to pay interest
on the unpaid portion of said principal sum from the date hereof through the day
immediately  preceding  the date on which such  principal  sum  becomes  due and
payable,  on the first day of each month  beginning  on the date set forth above
with  the  amount  of  interest  to be paid on any  date on  which  interest  or
principal is payable (a "Payment Date") equal to the amount of interest  accrued
through the last day of the immediately  preceding  calendar  month,  and to pay
interest on any overdue principal and on overdue interest, at the rate per annum
specified in the title of this Note.

     The first payment of accrued  interest  will be made on the first  interest
payment date set forth above or upon the earlier redemption of this Note. Except
as herein  otherwise  provided with respect to interest  payable on the date the
principal of this Note becomes due and payable (whether at Stated  Maturity,  by
redemption or  otherwise),  the amount of interest  payable on each Payment Date
shall be the interest accrued on this Note through the end of the calendar month
immediately  preceding each Payment Date. The interest so payable on any Payment
Date, and any redemption of Notes that may be made on any Redemption Date, will,
as provided in the Indenture  referred to on the reverse hereof,  be paid to the
Person in whose name this Note (or one or more Predecessor  Notes) is registered
on the Regular Record Date for such Payment Date or Redemption Date, which shall
be the close of business on the last day of the calendar month preceding that in
which such Payment  Date or  Redemption  Date occurs  (whether or not a Business
Day).  Any  redemption  not  made  on the  Redemption  Date or  interest  not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
registered  Holder on the Regular  Record Date, and may be paid to the Person in
whose  name this Note (or one or more  Predecessor  Notes)  is  registered  on a
Special Record Date for the payment of such defaulted  redemption,  proceeds and
interest  to be  fixed  by  the  Trustee,  notice  whereof  shall  be  given  to
Noteholders  not less than 10 days prior to such Special  Record Date, or may be
paid,  at any  time  in any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Notes may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

     The  principal  of and  interest  on this Note are  payable in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for payment of public and private  debts,  at the office or agency of the
Issuer  designated  for such purpose in the United  States of America;  provided
that interest may be paid,  at the option of the Issuer,  by check mailed to the
Person entitled thereto at his address as it appears on the Note Register.

                                       16
<PAGE>
     Reference is made to the further  provisions  of this Note set forth on the
reverse  hereof,  which shall have the same effect as though  fully set forth at
this place.

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

     IN  WITNESS  WHEREOF,  Mountain  States  Capital,  Inc.,  has  caused  this
instrument  to be  signed,  manually  or in  facsimile,  by its Chief  Executive
Officer,  President  or a Vice  President  and by its  Secretary or an Assistant
Secretary and a facsimile of its corporate seal to be imprinted hereon.

Dated:                                  MOUNTAIN STATES CAPITAL, INC.


                                        By
                                           -------------------------------------
Attest:


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

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

Dated:__________________

                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        Trustee



                                        By
                                           -------------------------------------
                                           Authorized Officer

                                       17
<PAGE>
                            [FORM OF REVERSE OF NOTE]


     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its 18% 12 Month  Promissory  Notes  (herein  called the "Notes"),
issued  and to be issued  in one or more  Series,  and is part of the  Series of
Notes  designated on the face hereof (herein called the "Notes of this Series"),
all issued and to be issued under an Indenture dated as of __________, 2000, (as
amended, herein called the "Indenture"),  between the Issuer and U.S. Bank Trust
National Association (the "Trustee"),  which term includes any successor Trustee
under the Indenture,  to which Indenture and all indentures supplemental thereto
(including the indenture  supplemental thereto that authorized the Notes of this
Series)  reference  is hereby  made for a  statement  of the  respective  rights
thereunder  of the Issuer,  the  Trustee  and the Holders of the Notes,  and the
terms upon which the Notes are, and are to be, authenticated and delivered.  All
terms  used in this  Note  that are  defined  in the  Indenture  shall  have the
meanings assigned to them in the Indenture.

     As provided  in the  Indenture,  the Notes are  issuable in Series that may
vary as provided or  permitted  in the  Indenture.  All Notes of each Series are
equally and ratably secured to the extent provided by the supplemental indenture
authorizing such Series. This Note is one of the Series specified in its title.

     Notwithstanding  anything to the contrary in this Note, no recourse on this
Note or under the  Indenture  shall be taken  against any property of the Issuer
included  in the  Trust  Estate  (if any) for other  series  of notes  under the
Indenture  securing  the  Notes,  it being  understood  that  this  Note and the
Issuer's  duties under the  Indenture are  obligations  that are to be satisfied
solely  from the Trust  Estate  (if any) for the Series  MP-____  Notes and from
other assets of the Issuer that are not pledged to secure other series of notes.

     The Notes are  subject  to  mandatory  redemption  under the  circumstances
described in the following paragraphs 1 and 2:

     1. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer will redeem Notes of this Series presented for redemption
at a  redemption  price  equal to 100% of the unpaid  principal  amount  thereof
(hereinafter  referred  to as the  "Redemption  Price")  plus  interest  accrued
thereon and unpaid,  if any, to but not including the date fixed for  redemption
(the  "Redemption  Date").  Such redemption will be made on dates  determined as
follows:

                                       18
<PAGE>
     On each  Payment  Date  commencing  ____________,  20___,  Notes  shall  be
redeemed in Whole Note (i.e.,  $1,000) increments upon ninety (90) days' advance
written request of the holder thereof.

     Notes  sought to be redeemed  pursuant to the  preceding  paragraph  may be
presented  for  redemption  by  delivery  to the Trustee of: (a) the Notes to be
redeemed,  and (b) a written request for redemption in form  satisfactory to the
Trustee  and  signed  by the  Holder  or duly  authorized  representative  (with
appropriate evidence of authority). Only Notes presented for redemption at least
ninety days' prior to the  Redemption  Date will be eligible for  redemption  on
that  Redemption  Date. All such Notes  presented for redemption will be held by
the Trustee until the Issuer is able to redeem them, unless withdrawn by written
request actually  received by the Trustee by the last day of the month preceding
that in which they would  otherwise have been redeemed.  Notes shall be redeemed
in the  order  of  receipt  by the  Trustee.  The  Trustee  may  establish  such
procedures  as it may deem fair and equitable in order to determine the order of
receipt of such Notes.

     2. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer, at its option,  may redeem any or all of the Outstanding
Notes of this  Series  on any  Redemption  Date at the  Redemption  Price of the
principal  amount thereof (plus interest accrued and unpaid on such Notes to but
not including the Redemption Date).

     If an Event of  Default  as defined  in the  Indenture  shall  occur and be
continuing,  the principal of all the Notes,  or of all the Notes of any Series,
may  become or be  declared  due and  payable  in the manner and with the effect
provided in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Note may be  registered on the Note Register of the
Issuer,  upon surrender of this Note for  registration of transfer at the office
or agency of the Issuer in the United  States of America,  duly  endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Trustee duly executed by, the Holder  hereof or his attorney duly  authorized in
writing, and thereupon one or more new Notes of the same Series and maturity, of
authorized  denominations and for the same aggregate  principal amount,  will be
issued to the designated transferee or transferees.

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

                                       19
<PAGE>
     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer with the  consent of the  Holders of a majority in  aggregate
principal amount of Notes at the time Outstanding (as defined in the Indenture),
in case Outstanding Notes of all Series are to be affected,  or with the consent
of the Holders of a majority in aggregate  principal  amount of the Notes at the
time  Outstanding  of each Series to be affected,  in case one or more, but less
than all,  of the  Series of Notes  then  Outstanding  are to be  affected.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate  principal amount of the Notes at the time Outstanding,
and of Notes at the time  Outstanding  of each Series to be affected in case one
or more,  but less than all,  such Series are to be  affected,  on behalf of the
Holders  of all the  Notes,  to waive  compliance  by the  Issuer  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Note shall
be conclusive  and binding upon such Holder and upon all future  Holders of this
Note and of any Note  issued  upon the  registration  of  transfer  hereof or in
exchange  herefor or in lieu hereof  whether or not  notation of such consent or
waiver is made upon this Note.

     The term  "Issuer" as used in this Note  includes any  successor  under the
Indenture.

     The Notes are issuable only in registered  form without coupons in original
denominations of $1,000 and any integral  multiple  thereof ("Whole Notes"),  as
provided in the Indenture and subject to certain  limitations therein set forth.
The Notes are exchangeable for a like aggregate principal amount of Notes of the
same Series and maturity of a different authorized denomination, as requested by
the Holder surrendering same.

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

                                       20
<PAGE>
                             REQUEST FOR REDEMPTION

     The  undersigned  Holder,  or legal  representative  of the Holder,  hereby
presents the within Note of Mountain States Capital, Inc., for redemption on the
next  Redemption  Date upon which such Note would be eligible for  redemption in
accordance with, and subject to, the terms and conditions of the within Note and
the Indenture.

Dated ____________                           ___________________________________

                              [FORM OF ASSIGNMENT]

     The  undersigned  Holder,  or legal  representative  of the Holder,  hereby
assigns this Note to:

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

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

--------------------------------------------------------------------------------
(print or type name, address and zip code of assignee)

     The assignee's  Social  Security  Number or other  Taxpayer  Identification
Number is: _______________________________.

     I hereby appoint the Trustee as my agent,  with full power of substitution,
to transfer my Note on the Note  Register and the other books and records of the
Issuer.

Dated:___________                       Signed: ________________________________
                                               (Please sign exactly as your name
                                                appears on the Note)

                                       21
<PAGE>
                     [FORM OF FACE OF DEFERRED PAYMENT NOTE]

$__________                                                        No.__________

                          MOUNTAIN STATES CAPITAL, INC.

                  18% 12 MONTH PROMISSORY NOTE, SERIES DP-____



STATED
MATURITY:

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

     Mountain  States Capital,  Inc., a corporation  duly organized and existing
under the laws of the State of Arizona (herein referred to as the "Issuer"), for
value received,  hereby promises to pay to __________ ____________ or registered
assigns,  upon due  presentment  of this Note for payment,  the principal sum of
____________  ____________  Dollars on or prior to the date set forth above (the
"Stated  Maturity")  and to pay interest on the unpaid portion of said principal
sum on the Stated  Maturity  from the date hereof  through  the day  immediately
preceding  the  date on  which  such  principal  sum  becomes  due and  payable,
compounded on the last day of each month  beginning on the date set forth above.
Because of this compounding,  the annual yield will be 19.56%.  The Issuer shall
also pay interest on any overdue principal and on overdue interest,  at the rate
per annum specified in the title of this Note.

     The  principal  and  interest  so payable  on the  Maturity  Date,  and any
redemption of Notes that may be made on any Redemption  Date,  will, as provided
in the  Indenture  referred to on the reverse  hereof,  be paid to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  on the
Regular  Record Date for the date on which  interest or  principal is payable (a
"Payment  Date"),  which  shall be the close of  business on the last day of the
calendar  month  preceding  that in which such Payment Date or  Redemption  Date
occurs  (whether  or  not a  Business  Day).  Any  redemption  not  made  on the
Redemption  Date or interest not so  punctually  paid or duly provided for shall
forthwith  cease to be payable to the  registered  Holder on the Regular  Record
Date,  and may be paid to the  Person  in whose  name  this Note (or one or more
Predecessor  Notes) is  registered  on a Special  Record Date for the payment of
such  defaulted  redemption  proceeds  and  interest to be fixed by the Trustee,
notice whereof shall be given to Noteholders not less than 10 days prior to such
Special  Record Date, or may be paid, at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in said Indenture.

                                       22
<PAGE>
     The  principal  of and  interest  on this Note are  payable in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for payment of public and private  debts,  at the office or agency of the
Issuer  designated  for such purpose in the United  States of America;  provided
that interest may be paid,  at the option of the Issuer,  by check mailed to the
Person entitled thereto at his address as it appears on the Note Register.

     Reference is made to the further  provisions  of this Note set forth on the
reverse  hereof,  which shall have the same effect as though  fully set forth at
this place.

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

     IN  WITNESS  WHEREOF,  Mountain  States  Capital,  Inc.,  has  caused  this
instrument  to be  signed,  manually  or in  facsimile,  by its Chief  Executive
Officer,  President  or a Vice  President  and by its  Secretary or an Assistant
Secretary and a facsimile of its corporate seal to be imprinted hereon.

Dated:                                  MOUNTAIN STATES CAPITAL, INC.


                                        By
                                           -------------------------------------

Attest:


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

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

Dated:__________________

                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        Trustee


                                        By
                                           -------------------------------------
                                           Authorized Officer

                                       23
<PAGE>
                            [FORM OF REVERSE OF NOTE]


     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its 18% 12 Month  Promissory  Notes  (herein  called the "Notes"),
issued  and to be issued  in one or more  Series,  and is part of the  Series of
Notes  designated on the face hereof (herein called the "Notes of this Series"),
all issued and to be issued under an Indenture dated as of __________, 2000, (as
amended, herein called the "Indenture"),  between the Issuer and U.S. Bank Trust
National Association (the "Trustee"),  which term includes any successor Trustee
under the Indenture,  to which Indenture and all indentures supplemental thereto
(including the indenture  supplemental thereto that authorized the Notes of this
Series)  reference  is hereby  made for a  statement  of the  respective  rights
thereunder  of the Issuer,  the  Trustee  and the Holders of the Notes,  and the
terms upon which the Notes are, and are to be, authenticated and delivered.  All
terms  used in this  Note  that are  defined  in the  Indenture  shall  have the
meanings assigned to them in the Indenture.

     As provided  in the  Indenture,  the Notes are  issuable in Series that may
vary as provided or  permitted  in the  Indenture.  All Notes of each Series are
equally and ratably secured to the extent provided by the supplemental indenture
authorizing such Series. This Note is one of the Series specified in its title.

     Notwithstanding  anything to the contrary in this Note, no recourse on this
Note or under the  Indenture  shall be taken  against any property of the Issuer
included  in the  Trust  Estate  (if any) for other  series  of notes  under the
Indenture  securing  the  Notes,  it being  understood  that  this  Note and the
Issuer's duties under the Indenture are  obligations are to be satisfied  solely
from the Trust  Estate  (if any) for the  Series  DP-____  Notes and from  other
assets of the Issuer that are not pledged to secure other series of notes.

     The Notes are  subject  to  mandatory  redemption  under the  circumstances
described in the following paragraphs 1 and 2:

     1. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer will redeem Notes of this Series presented for redemption
at a  redemption  price  equal to 100% of the unpaid  principal  amount  thereof
(hereinafter  referred  to as the  "Redemption  Price")  plus  interest  accrued
thereon and unpaid,  if any, to but not including the date fixed for  redemption
(the  "Redemption  Date").  Such redemption will be made on dates  determined as
follows:

                                       24
<PAGE>
     On the first day of each month commencing ____________,  20___, Notes shall
be redeemed in Whole Note (i.e.,  $1,000,  plus  interest that has been deferred
and compounded) increments upon ninety (90) days' advance written request of the
holder thereof.

     Notes  sought to be redeemed  pursuant to the  preceding  paragraph  may be
presented  for  redemption  by  delivery  to the Trustee of: (a) the Notes to be
redeemed,  and (b) a written request for redemption in form  satisfactory to the
Trustee  and  signed  by the  Holder  or duly  authorized  representative  (with
appropriate evidence of authority). Only Notes presented for redemption at least
ninety (90) days' prior to the  Redemption  Date will be eligible for redemption
on that Redemption Date. All such Notes presented for redemption will be held by
the Trustee until the Issuer is able to redeem them, unless withdrawn by written
request actually  received by the Trustee by the last day of the month preceding
that in which they would  otherwise have been redeemed.  Notes shall be redeemed
in the  order  of  receipt  by the  Trustee.  The  Trustee  may  establish  such
procedures  as it may deem fair and equitable in order to determine the order of
receipt of such Notes.

     2. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer, at its option,  may redeem any or all of the Outstanding
Notes of this  Series  on any  Redemption  Date at the  Redemption  Price of the
principal  amount thereof (plus interest accrued and unpaid on such Notes to but
not including the Redemption Date).

     If an Event of  Default  as defined  in the  Indenture  shall  occur and be
continuing,  the principal of all the Notes,  or of all the Notes of any Series,
may  become or be  declared  due and  payable  in the manner and with the effect
provided in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Note may be  registered on the Note Register of the
Issuer,  upon surrender of this Note for  registration of transfer at the office
or agency of the Issuer in the United  States of America,  duly  endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Trustee duly executed by, the Holder  hereof or his attorney duly  authorized in
writing, and thereupon one or more new Notes of the same Series and maturity, of
authorized  denominations and for the same aggregate  principal amount,  will be
issued to the designated transferee or transferees.

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

                                       25
<PAGE>
     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer with the  consent of the  Holders of a majority in  aggregate
principal amount of Notes at the time Outstanding (as defined in the Indenture),
in case Outstanding Notes of all Series are to be affected,  or with the consent
of the Holders of a majority in aggregate  principal  amount of the Notes at the
time  Outstanding  of each Series to be affected,  in case one or more, but less
than all,  of the  Series of Notes  then  Outstanding  are to be  affected.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate  principal amount of the Notes at the time Outstanding,
and of Notes at the time  Outstanding  of each Series to be affected in case one
or more,  but less than all,  such Series are to be  affected,  on behalf of the
Holders  of all the  Notes,  to waive  compliance  by the  Issuer  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Note shall
be conclusive  and binding upon such Holder and upon all future  Holders of this
Note and of any Note  issued  upon the  registration  of  transfer  hereof or in
exchange  herefor or in lieu hereof  whether or not  notation of such consent or
waiver is made upon this Note.

     The term  "Issuer" as used in this Note  includes any  successor  under the
Indenture.

     The Notes are issuable only in registered  form without coupons in original
denominations of $1,000 and any integral  multiple  thereof ("Whole Notes"),  as
provided in the Indenture and subject to certain  limitations therein set forth.
The Notes are exchangeable for a like  aggregate  principal  amount of Notes of
the  same  Series  and  maturity  of a  different  authorized  denomination,  as
requested by the Holder surrendering same.

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

                                       26
<PAGE>
                             REQUEST FOR REDEMPTION

     The  undersigned  Holder,  or legal  representative  of the Holder,  hereby
presents the within Note of Mountain States Capital, Inc., for redemption on the
next  Redemption  Date upon which such Note would be eligible for  redemption in
accordance with, and subject to, the terms and conditions of the within Note and
the Indenture.

Dated ____________                           ___________________________________


                              [FORM OF ASSIGNMENT]

         The undersigned Holder, or legal  representative of the Holder,  hereby
assigns this Note to:

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

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

--------------------------------------------------------------------------------
(print or type name, address and zip code of assignee)

     The assignee's  Social  Security  Number or other  Taxpayer  Identification
Number is: _______________________________.

     I hereby appoint the Trustee as my agent,  with full power of substitution,
to transfer my Note on the Note  Register and the other books and records of the
Issuer.

Dated:___________                       Signed: ________________________________
                                               (Please sign exactly as your name
                                                appears on the Note)
<PAGE>
                                  ARTICLE THREE

                                    The Notes

Section 3.01. AMOUNT UNLIMITED; NOTES ISSUABLE IN CLASSES; CERTAIN RELATED
              PROVISIONS.

     The  aggregate  principal  amount of Notes  that may be  authenticated  and
delivered  under this Indenture is unlimited.  The Notes may, at the election of
and as authorized  by the Board of Directors,  be issued in one or more Classes,
and each Class of Notes may, at the election of and as  authorized  by the Board
of  Directors,  be issued in serial  maturities.  The Notes shall be  designated
generally  as the "18% 12 Month  Promissory  Notes"  of the  Issuer,  with  such
further  particular  designations  added or  incorporated  in such title for the
Notes of any particular Class as the Board of Directors may determine. Each Note
shall bear upon the face thereof the  designation  so selected for the Class and
series  to  which  it  belongs.   All  Notes  of  any  one  Class  at  any  time
simultaneously  Outstanding  shall be  identical in respect of date of issuance,
place or places of payment and dates of interest payments. All Notes of the same
Class and Series shall  likewise be identical in respect of the date or dates of
mandatory principal payments.

     Each  Class of Notes  shall be created by a  Supplement  authorized  by the
Board of Directors and  establishing the terms and provisions of such Class. The
several  Classes  may  differ  as  between  Classes,  in  respect  of any of the
following matters:

          (1) designation;

          (2) date;

          (3)  date or  dates  of  maturity  and  provisions  for  optional  and
     mandatory prepayment or redemption;

          (4) interest  payment dates,  including  whether  accrued  interest is
     payable monthly or at other stated intervals,  or instead accumulates (with
     or  without  periodic  compounding)  until  payment  or  prepayment  of the
     principal thereof;

          (5) place or places for the payment of principal and interest;

          (6) denominations;

                                       27
<PAGE>
          (7)  limitation  upon the aggregate  principal  amount of Notes of the
     particular Class that may be issued;

          (8) the Trust Estate (if any); and

          (9) any other  provisions  expressing  or  referring  to the terms and
     conditions  upon which the Notes of that Class are to be issued  under this
     Indenture that are not in conflict with the provisions of this Indenture.

     In authorizing the issue of any Class, the Board of Directors of the Issuer
shall  determine  and  specify all matters in respect of the Notes of such Class
set forth in clauses (1) to (8) inclusive  and shall also  determine and specify
the form of Notes of such Class.

Section 3.02. DENOMINATIONS.

     The Notes shall be issuable as registered Notes without coupons.  Except as
may be  specified  in any  Supplement  for a Class,  the  Notes may be issued in
denominations of $1,000 and integral  multiples  thereof or in any denominations
approved by the Issuer.

Section 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Notes shall be executed on behalf of the Issuer by its Chief  Executive
Officer,  President or one of its Vice Presidents  under its corporate seal that
may be in facsimile  form and be imprinted or otherwise  reproduced  thereon and
attested by its Secretary or one of its Assistant Secretaries.  The signature of
any of these officers on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signatures of individuals who were at
any  time  the  proper   officers   of  the  Issuer   shall  bind  the   Issuer,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Notes or did not hold
such offices at the date of such Notes.

     At any time and from time to time after the  execution and delivery of this
Indenture,  the Issuer may deliver  Notes  executed by the Issuer to the Trustee
for authentication; and the Trustee shall authenticate and deliver such Notes as
in this Indenture provided and not otherwise.

                                       28
<PAGE>
     Each Note of each Class shall be dated as provided  in the  Supplement  for
such Class of Notes or as directed by the Issuer.

     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 the manual  signature  of one of its  authorized  officers,  and such
certificate upon any Note shall be conclusive  evidence,  and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

Section 3.04. TEMPORARY NOTES.

     Pending the preparation of definitive  Notes,  the Issuer may execute,  and
upon Issuer Order the Trustee shall  authenticate  and deliver,  temporary Notes
that are typewritten, printed, lithographed, mimeographed or otherwise produced,
in any denomination,  substantially of the tenor of the definitive Notes in lieu
of which they are issued and with such variations as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

     If temporary Notes are issued, the Issuer will cause definitive Notes to be
prepared without  unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the  temporary  Notes at the office or agency of the Issuer to be  maintained as
provided in Section  11.02,  without  charge to the Holder.  Upon  surrender for
cancellation  of any one or more temporary  Notes,  the Issuer shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of the same Class of authorized denominations.  Until
so exchanged the  temporary  Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes of the same Class.

Section 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Issuer  shall  cause to be kept a register  (the  "Note  Register")  in
which,  subject to such reasonable  regulations as it may prescribe,  the Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes.  The  Trustee is hereby  initially  appointed  "Note  Registrar"  for the
purpose of registering Notes and transfers of Notes as herein provided.

                                       29
<PAGE>
     Upon  surrender for  registration  of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section  11.02,  the Issuer
shall execute,  and the Trustee shall  authenticate and deliver,  in the name of
the  designated  transferee  or  transferees,  one  or  more  new  Notes  of any
authorized denominations, of a like Class and aggregate principal amount.

     At the option of the Holder,  Notes may be exchanged for other Notes of any
authorized  denominations,  of a like Class and maturity and aggregate principal
amount,  upon  surrender  of the Notes to be exchanged at such office or agency.
Whenever any Notes are so  surrendered  for exchange,  the Issuer shall execute,
and the Trustee shall  authenticate  and deliver,  the Notes that the Noteholder
making the exchange is entitled to receive.

     All Notes  issued  upon any  registration  of transfer or exchange of Notes
shall be the valid  obligations  of the Issuer,  evidencing  the same debt,  and
entitled to the same benefits  under this  Indenture,  as the Notes  surrendered
upon such registration of transfer or exchange.

     Every Note  presented  or  surrendered  for  registration  of  transfer  or
exchange shall,  if so required by the Issuer or the Trustee,  be duly endorsed,
or be accompanied by a written  instrument of transfer in form  satisfactory  to
the Trustee, duly executed by the Holder thereof or his attorney duly authorized
in writing.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Notes,  but the Issuer may require  payment of a sum  sufficient  to
cover any tax or other  governmental  charge  that may be imposed in  connection
with any registration of transfer or exchange of Notes, other than exchanges not
involving any transfer.

     The Issuer  shall not be required  to issue,  register  the  transfer of or
exchange any Notes of any Class after the opening of business  fifteen (15) days
prior to any date on which the Notes of that Class are to be redeemed.

Section 3.06. MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

     If (i) any mutilated Note is surrendered to the Trustee,  or the Issuer and
the Trustee receives  evidence to its  satisfaction of the destruction,  loss or
theft of any Note,  and (ii) there is  delivered  to the Issuer and the  Trustee
such  security  or  indemnity  as may be  required  by them to save each of them

                                       30
<PAGE>
harmless,  then, in the absence of notice to the Issuer or the Trustee that such
Note has been  acquired by a bona fide  purchaser,  the Issuer shall execute and
upon its request the Trustee shall authenticate and deliver,  in exchange for or
in lieu of any such  mutilated,  destroyed,  lost or stolen  Note, a new Note of
like Class, tenor and principal amount,  bearing a number not  contemporaneously
outstanding;  provided, however, that if any such mutilated,  destroyed, lost or
stolen  Note shall have become or shall be about to become due and  payable,  or
shall  have been  selected  or called for  redemption,  instead of issuing a new
Note, the Issuer may pay such Note without  surrender  thereof,  except that any
mutilated Note shall be surrendered.

     Upon the  issuance  of any new Note  under  this  Section,  the  Issuer may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge  that  may be  imposed  in  relation  thereto  and any  other  reasonable
expenses, including the fees and expenses of the Trustee, connected therewith.

     Every new Note issued  pursuant to this  Section in lieu of any  destroyed,
lost  or  stolen  Note  shall  constitute  an  original  additional  contractual
obligation  of the  Issuer,  whether or not the  destroyed,  lost or stolen Note
shall be at any time  enforceable  by anyone,  and shall be  entitled to all the
benefits of this Indenture  equally and  proportionately  with any and all other
Notes of the same Class duly issued hereunder.

     The  provisions of this Section are exclusive  and shall  preclude,  to the
extent lawful,  all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

Section 3.07. PAYMENT OF PRINCIPAL AND INTEREST; PRINCIPAL AND INTEREST RIGHTS
              PRESERVED.

     The Notes of each  Class  shall bear  interest  from the  respective  dates
thereof,  which dates shall be  determined  as provided in Section  3.03, at the
rate or rates per annum  specified in the Supplement for such Class,  to but not
including the date on which the principal  thereof becomes due and payable,  and
at  such  rate on any  overdue  principal  and on  overdue  interest;  provided,
however,  that the amount of interest to be paid on any  interest  payment  date
shall be the amount of interest  accrued through the last day of the immediately
preceding calendar month.

     Whenever  the  Trustee  serves  as  Paying  Agent  for a Class  of Notes in
accordance with ARTICLE ELEVEN hereunder, the Trustee shall maintain an Interest

                                       31
<PAGE>
Payment Account and a Principal  Payment Account for the Class and shall deposit
therein all funds received from the Issuer or from the Trust Estate, if any, for
the payment of interest and principal, respectively, on such Class of Notes. If,
on any interest  payment date there are sufficient funds in the Interest Payment
Account,  the  "Account",  for the  Notes of a Class to pay the full  amount  of
interest accrued and currently  payable on all of the Outstanding  Notes of such
Class on such interest payment date, including all interest on overdue principal
and overdue interest,  if any, the Trustee shall pay the balance in the Interest
Payment  Account to the Issuer or to such other  persons and in such  amounts as
the Issuer may  designate;  provided,  that no such  payment out of the Interest
Payment Account shall be made unless and until any overdue interest or principal
with respect to the Notes is eliminated.

     Except as otherwise  provided in the Indenture or  applicable  Supplemental
Indenture  with  respect to interest  payable upon  redemption  or at the Stated
Maturity of any Note,  accrued interest shall be payable on each monthly payment
date and  shall be  computed  on the basis of a 360-day  year  consisting  of 12
months of 30 days each, provided, however, that for the month in which a Note is
issued  and the month in which it  matures  or is  redeemed,  interest  shall be
payable  only for the  actual  number  of days  that  the Note was  outstanding.
Interest shall be payable at the office or agency of the Issuer to be maintained
as provided in Section 11.02;  provided that interest may be paid, at the option
of the Issuer,  by check mailed to the Person entitled thereto at his address as
it appears on the Note Register.

     The Notes of each Class  shall be  redeemed  or prepaid on each  Redemption
Date in the manner and amount  described in the Indenture  and the  Supplemental
Indenture.  Any Notes that are  Outstanding  at their Stated  Maturity  shall be
fully paid as to principal and accrued interest on that date.

     Interest on any Notes that are  payable,  and are  punctually  paid or duly
provided for, on any interest  payment date or Redemption  Date shall be paid to
the  Person in whose  name  that  Note,  or one or more  Predecessor  Notes,  is
registered on the Regular Record Date for such interest.

     Any  interest  or  principal  on  any  Note  that  is  payable,  but is not
punctually paid or duly provided for, on the interest payment date or Redemption
Date,  "Defaulted  P&I",  shall  forthwith cease to be payable to the registered
Holder on the relevant Regular Record Date by virtue of having been such Holder;
and such Defaulted P&I may be paid by the Issuer,  at its election in each case,
as provided in clause (1) or clause (2) below:

                                       32
<PAGE>
          (1) The Issuer may elect to make payment of any  Defaulted  P&I to the
     Persons in whose names the Notes, or their  respective  Predecessor  Notes,
     are registered at the close of business on a record date for the payment of
     such Defaulted P&I, the "Special Record Date",  which shall be fixed in the
     following  manner:  The Issuer  shall  notify the Trustee in writing of the
     amount of  Defaulted  P&I  proposed to be paid on each Note and the date of
     the proposed  payment,  and at the same time the Issuer shall  deposit with
     the Trustee an amount of money equal to the aggregate amount proposed to be
     paid  in  respect  of  such  Defaulted  P&I  or  shall  make   arrangements
     satisfactory  to the  Trustee  for  such  deposit  prior to the date of the
     proposed  payment,  such money when  deposited  to be held in trust for the
     benefit of the  Persons  entitled to such  Defaulted  P&I as in this clause
     provided.  Thereupon  the Trustee  shall fix a Special  Record Date for the
     payment of such  Defaulted P&I that shall be not more than fifteen (15) nor
     less than ten (10) days prior to the date of the  proposed  payment and not
     less than ten (10) days after the  receipt by the  Trustee of the notice of
     the proposed payment.  The Trustee shall promptly notify the Issuer of such
     Special  Record  Date and,  in the name and at the  expense of the  Issuer,
     shall cause notice of the proposed  payment of such  Defaulted  P&I and the
     Special Record Date therefor to be mailed, first-class, postage prepaid, to
     each Noteholder at his address as it appears in the Note Register, not less
     than 10 days prior to such  Special  Record  Date.  Notice of the  proposed
     payment of such Defaulted P&I and the Special  Record Date therefor  having
     been mailed as aforesaid,  such  Defaulted P&I shall be paid to the Persons
     in whose  names the  Notes,  or their  respective  Predecessor  Notes,  are
     registered  at the close of business on such Special  Record Date and shall
     no longer be payable pursuant to the following Clause (2).

          (2) The Issuer  may make  payment  of any  Defaulted  P&I in any other
     lawful manner not  inconsistent  with the  requirements  of any  securities
     exchange  on which the Notes may be listed,  and upon such notice as may be
     required by such  exchange,  if,  after  notice  given by the Issuer to the
     Trustee of the proposed  payment  pursuant to this  clause,  such manner of
     payment shall be deemed practicable by the Trustee.

                                       33
<PAGE>
     Subject to the foregoing  provisions of this Section,  each Note  delivered
under this Indenture upon  registration  of transfer of or in exchange for or in
lieu of any other  Note  shall  carry the  rights to unpaid  interest  that were
carried by such other Note.

Section 3.08. PERSONS DEEMED OWNERS.

     Prior to due  presentment  for  registration  of transfer of any Note,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose  name any Note is  registered  as the owner of such Note for the
purpose of receiving payments of principal of and interest on such Note, subject
to Section 3.07, and for all other purposes whatsoever, whether or not such Note
be overdue,  and neither the Issuer, the Trustee, nor any agent of the Issuer or
the Trustee shall be affected by notice to the contrary.

Section 3.09. CANCELLATION.

     All Notes  surrendered for payment,  registration of transfer,  exchange or
redemption  shall,  if  surrendered  to any Person  other than the  Trustee,  be
delivered to the Trustee and shall be promptly canceled by it. The Issuer may at
any  time  deliver  to  the  Trustee  for   cancellation  any  Notes  previously
authenticated  and delivered  hereunder that the Issuer may have acquired in any
manner whatsoever,  and all Notes so delivered shall be promptly canceled by the
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes
canceled as provided in this  Section,  except as  expressly  permitted  by this
Indenture.  All canceled Notes held by the Trustee shall be destroyed unless the
Issuer shall direct by an Issuer Order that they be returned to it.

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                                  ARTICLE FOUR

                      Authentication and Delivery of Notes

Section 4.01. GENERAL PROVISIONS.

     Notes of any one or more  Classes  may from time to time be executed by the
Issuer and  delivered to the Trustee for  authentication  and thereupon the same
shall be  authenticated  and delivered by the Trustee upon Issuer Order and upon
compliance with the conditions set forth in this Indenture,  including execution
and  delivery  by the Issuer  and the  receipt  by the  Trustee of an  indenture
supplemental to the Indenture,  the assignment and transfer of the assets of the
Trust Estate for such Class of Notes,  and the delivery of such other documents,
instruments and certificates as are required herein.

Section 4.02. EXECUTION OF A SUPPLEMENTAL INDENTURE; REPRESENTATIONS AND
              WARRANTIES.

     For each Class of Notes, the Issuer and Trustee shall execute and deliver a
Supplemental  Indenture  that shall  designate the terms and  conditions of such
Class of Notes and pursuant to which the Issuer  shall make,  to the best of its
knowledge, the following representations and warranties regarding any collateral
securing  the Notes,  and any  collateral  specially  securing the Notes of that
Class, and related matters:

          (1) As of a specified  date within five Business Days, the Issuer is a
     corporation  validly  existing and authorized to do business in Arizona and
     each other state in which it has issued material loans;

          (2) As of the  date of  execution  and  delivery  of the  Supplemental
     Indenture,  the  issuance  and sale of the  related  Notes  has  been  duly
     authorized by all necessary corporate action;

          (3) The issuance and sale of the Notes has been  registered  under the
     Securities  Act of 1933,  as  amended,  and is  registered  or exempt  from
     registration  under  the laws of the  states  in which  the  Notes  will be
     offered and sold.

It is understood and agreed that the representations and warranties set forth in
a Supplemental  Indenture,  with respect to representations  and warranties that

                                       35
<PAGE>
are as of a  particular  date,  in each  case as of such  date,  shall  continue
throughout the term of this Indenture and the Supplemental Indenture.

Section 4.03. NO PLEDGE OF SECURITY FOR NOTES.

     The Notes of each Class will be offered and sold without  security,  except
as may otherwise be provided in the Supplemental  Indenture establishing a Class
of Notes.

Section 4.04. DELIVERY OF OTHER DOCUMENTS.

     Prior to any  authentication  and delivery of Notes of a Class, the Trustee
shall  have  received  the  following  additional  documents,   instruments  and
certificates:

          (1) a Board Resolution  authorizing the execution,  authentication and
     delivery of Notes and the Supplement for such Class of Notes and specifying
     the principal amount of such Notes to be authenticated and delivered;

          (2) either (i) a certificate or other official document evidencing the
     due authorization,  approval or consent of any governmental body or bodies,
     at the time having  jurisdiction in the premises,  together with an Opinion
     of  Counsel  that the  Trustee is  entitled  to rely  thereon  and that the
     authorization,  approval  or  consent  of no  other  governmental  body  is
     required for the valid issuance of such Class or (ii) an Opinion of Counsel
     that no such authorization, approval or consent of any governmental body is
     required;

          (3) an Opinion of Counsel to the effect that all  instruments  related
     to such Class of Notes that are required to be furnished by this  Indenture
     have  been  furnished  to the  Trustee  and  comply  as to  form  with  the
     requirements  of  this  Indenture  and  constitute   sufficient   authority
     hereunder  for the  Trustee  to  authenticate  and  deliver  the Notes then
     applied for; that all conditions  precedent  provided for in this Indenture
     relating to the  authentication  and delivery of the additional  Notes then
     applied for have been  complied with and the Issuer is duly entitled to the
     authentication and delivery of such additional Notes in accordance with the
     provisions of this  Indenture;  that all laws and legal  requirements  with
     respect to the form and execution by the Issuer of the Supplement,  if any,

                                       36
<PAGE>
     and the  execution and delivery by the Issuer of the Notes then applied for
     have been complied with; that the Issuer has corporate power to execute and
     deliver such Supplement,  if any, and to issue the Notes and has duly taken
     all necessary corporate action for those purposes; that such Supplement, if
     any, as executed and delivered and the Notes then applied for, when issued,
     will be the valid, legal and binding  obligations of the Issuer enforceable
     in  accordance  with their terms,  subject to  bankruptcy,  reorganization,
     insolvency  and other laws affecting the  enforcement of creditors'  rights
     generally and to general  principles of equity,  regardless of whether such
     enforceability  is considered in a proceeding in equity or at law; that the
     Notes then applied for,  when issued,  will be entitled to benefits of this
     Indenture, exclusive of collateral securing other Classes of Notes, equally
     and ratably with all other Notes  theretofore  issued and then  Outstanding
     hereunder;  and that  the  amount  of Notes  then  Outstanding  under  this
     Indenture,  including the additional Notes applied for, will not exceed the
     amount at the time permitted by law or this Indenture; and

          (4) an Officers' Certificate stating that the Issuer is not in default
     under this Indenture and that the issuance of the additional  Notes applied
     for will not  result  in any  breach  of any of the  terms,  conditions  or
     provisions  of, or  constitute a default  under,  the Issuer's  Articles of
     Incorporation or bylaws or any indenture,  mortgage, deed of trust or other
     agreement  or  instrument  to which the Issuer is a party or by which it is
     bound,  or any order of any court or  administrative  agency entered in any
     proceeding to which the Issuer is a party or by which it may be bound or to
     which it may be subject; and that all conditions precedent provided in this
     Indenture  relating to the  authentication  and delivery of the  additional
     Notes applied for have been complied with.

Section 4.05. ACCEPTANCE BY TRUSTEE.

     The  Trustee,  by  execution  and  delivery  of a  Supplemental  Indenture,
acknowledges receipt of the documents and other property, if any, required to be
delivered  thereby and shall  declare that the Trustee  holds and will hold such
documents and other property, including property yet to be received in the Trust
Estate,  in trust for the  benefit of all present  and future  Noteholders.  The
Trustee may rely upon the  purported  genuineness  and due execution of any such
document and on the  purported  genuineness  of any  signature  thereon.  If the
Trustee finds any document or documents  not to have been  properly  executed or
received, or to be missing or defective on its face in any material respect, the
Trustee shall promptly so notify the Issuer in writing.

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<PAGE>
                                  ARTICLE FIVE

                           Satisfaction and Discharge


Section 5.01. SATISFACTION AND DISCHARGE OF INDENTURE.

     This  Indenture  shall cease to be of further  effect and the  Trustee,  on
demand of and at the expense of the Issuer,  shall  execute  proper  instruments
acknowledging satisfaction and discharge of this Indenture, when

          (1) either

               (a) all Notes theretofore authenticated and delivered, other than
          (i) Notes that have been destroyed,  lost or stolen and that have been
          replaced,  or paid as  provided  in Section  3.06,  and (ii) Notes for
          which  payment  money  has  theretofore  been  deposited  in  trust or
          segregated  and held in trust by the Issuer and  thereafter  repaid to
          the Issuer or  discharged  from such  trust,  as  provided  in Section
          11.03, have been delivered to the Trustee for cancellation; or

               (b) all  Notes  not  theretofore  delivered  to the  Trustee  for
          cancellation

                    (i) have become due and payable, or

                    (ii) will  become due and payable at their  Stated  Maturity
               within one year, or

                    (iii) are to be called for redemption  within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense,  of
               the Issuer,

         and the Issuer,  in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited  with the Trustee,  in trust for the purpose,
         an amount  sufficient to pay and discharge the entire  indebtedness  on
         such Notes not theretofore  delivered to the Trustee for  cancellation,
         for principal and interest to the date of such deposit,  in the case of
         Notes that have become due and payable,  or to the Stated Maturity,  as
         the case may be;

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<PAGE>
          (2) the Issuer  has paid or caused to be paid all other  sums  payable
     hereunder by the Issuer; and

          (3) 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 the  satisfaction  and discharge of this Indenture
     with respect to that Class have been complied with.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  the
obligations of the Issuer to the Trustee under Section 7.07 shall survive.

Section 5.02. APPLICATION OF TRUST MONEY.

     All money deposited with the Trustee pursuant to Section 5.01 shall be held
in trust and applied by it, in accordance  with the  provisions of the Notes and
this  Indenture,  to the payment,  either  directly or through any Paying Agent,
including  the  Issuer  acting  as its own  Paying  Agent,  as the  Trustee  may
determine,  to the Persons entitled  thereto,  of the principal and interest for
whose  payment such money has been  deposited  with the Trustee;  but such money
need not be segregated from other funds except to the extent required by law.

                                       39
<PAGE>
                                   ARTICLE SIX

                                    Remedies

Section 6.01. EVENTS OF DEFAULT.

     "Event of Default,"  wherever  used herein,  means any one of the following
events,  whatever  the reason for such Event of Default  and whether it shall be
voluntary or  involuntary  or be 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:

          (1) default in the payment of any  interest  upon any Note when and as
     the same becomes due and  payable,  and  continuance  of such default for a
     period of 60 days; or

          (2)  default in the payment of any  principal  of any Note when and as
     the same becomes due and payable; or

          (3) failure to effect the  redemption  of Notes as required by Section
     12.01 of this Indenture; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the  Issuer in this  Indenture,  other  than a  covenant  or  warranty a
     default in the performance of which or breach of which is elsewhere in this
     Section  specifically dealt with, and continuance of such default or breach
     for a period of sixty  (60) days after  there  shall  have been  given,  by
     registered or certified mail, to the Issuer by the Trustee or to the Issuer
     and the Trustee by the Holders of at least 33% in  principal  amount of the
     Outstanding  Notes, a written notice  specifying such default or breach and
     requiring  it to be remedied  and stating  that such notice is a "Notice of
     Default" hereunder; or

          (5) the  entry  of a decree  or order  for  relief  by a court  having
     jurisdiction in the premises adjudging the Issuer as bankrupt or insolvent,
     or  approving  as  properly  filed  a  petition   seeking   reorganization,
     arrangement, adjustment or composition of or in respect of the Issuer under
     the Federal  Bankruptcy Code or any other applicable  federal or state law,

                                       40
<PAGE>
     or appointing a receiver,  liquidator,  assignee, or sequestrator, or other
     similar official, of the Issuer or of any substantial part of its property,
     or  ordering  the  winding  up or  liquidation  of  its  affairs,  and  the
     continuance of any such decree or order unstayed and in effect for a period
     of ninety (90) consecutive days; or


          (6) the  institution by the Issuer of proceedings to be adjudicated as
     bankrupt  or  insolvent,  or  the  consent  by it  to  the  institution  of
     bankruptcy or insolvency  proceedings  against it, or the filing by it of a
     petition or answer or consent  seeking  reorganization  or relief under the
     Federal  Bankruptcy Code or any other similar  applicable  federal or state
     law,  or the  consent  by it to the filing of any such  petition  or to the
     appointment of a receiver,  liquidator,  assignee, trustee or sequestrator,
     or other similar official,  of the Issuer or of any substantial part of its
     property,  or  the  making  by it of  an  assignment  for  the  benefit  of
     creditors,  or the  admission by it in writing of its  inability to pay its
     debts  generally as they become due, or the taking of  corporate  action by
     the Issuer in furtherance of any such action.

Section 6.02. ACCELERATION OF MATURITY: RESCISSION AND ANNULMENT.

     If an Event of  Default  occurs and is  continuing,  then and in every such
case the Trustee or the Holders of not less than 33% in principal  amount of the
Outstanding  Notes may declare the principal of all the Notes to be  immediately
due and  payable,  by a notice in writing to the  Issuer,  and to the Trustee if
given by Noteholders,  and upon any such declaration such principal shall become
immediately due and payable.

     At any time  after such a  declaration  of  acceleration  has been made and
before a judgment  or decree for  payment of the money due has been  obtained by
the Trustee as hereinafter in this Article  provided,  the Holders of a majority
in  principal  amount of the  Outstanding  Notes  may  rescind  and  annul  such
declaration and its consequences if:

          (1) the Issuer has paid or deposited with the Trustee a sum sufficient
     to pay

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<PAGE>
               (a) all  deferred  or overdue  installments  of  interest  on all
          Notes,

               (b) the  principal  of any Notes that have  become due  otherwise
          than by such declaration of acceleration and interest thereon,

               (c) interest upon overdue installments  of interest on the Notes,
          and

               (d) all sums paid or advanced by the  Trustee  hereunder  and the
          reasonable compensation,  expenses,  disbursements and advances of the
          Trustee, its agents and counsel; and

          (2) all Events of Default,  other than the nonpayment of the principal
     of Notes that have become due solely by such acceleration,  have been cured
     or waived as provided in Section 6.15.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

     The Issuer may set a record date for  purposes of  determining the identity
of  Holders  entitled  to vote  or  consent  to any  action  by vote or  consent
authorized or permitted under this Section 6.02.

Section 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The  Issuer  covenants  that  if  default  is made  in the  payment  of the
principal  or any interest on any Note when such  principal or interest  becomes
due and payable and, in the case of a default in the payment of  interest,  such
default  continues for a period of sixty (60) days, the Issuer will, upon demand
of the Trustee, pay to it, for the benefit of the Holder of such Note, the whole
amount  then due and  payable  on such Note for  principal  and  interest,  with
interest upon the deferred or overdue principal and upon overdue installments of
interest, at the rate borne by such Note, and, in addition thereto, such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including the reasonable compensation,  expenses,  disbursements and advances of
the Trustee, its agents and counsel.

                                       42
<PAGE>
     If the Issuer fails to pay such  amounts  forthwith  upon such demand,  the
Trustee,  in its own name and as trustee of an express  trust,  may  institute a
Proceeding for the  collection of the sums so due and unpaid,  and may prosecute
such  Proceeding to judgment or final  decree,  and may enforce the same against
the Issuer or any other  obligor upon the Notes and collect the moneys  adjudged
or decreed to be payable in the manner  provided  by law out of the  property of
the Issuer,  wherever situated,  which is not pledged to secure other Classes of
Notes under the Indenture.

     If an Event of Default  occurs and is  continuing,  the  Trustee may in its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Noteholders  by such  appropriate  Proceedings  as the  Trustee  shall deem most
effectual  to protect  and  enforce any such  rights,  whether for the  specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.04. REMEDIES.

     If an Event of Default shall have occurred and be  continuing,  the Trustee
may do one or more of the following:

          (1)  institute  Proceedings  for the  collection  of all amounts  then
     payable on the Notes or under this  Indenture,  whether by  declaration  or
     otherwise, enforce any judgment obtained, and collect from the Trust Estate
     securing such Notes, if any, and the Issuer monies adjudged due;

          (2) sell the portion of any Trust  Estate  securing  such Notes or any
     portion  thereof or rights or  interest  therein,  at one or more public or
     private sales called and conducted in any manner permitted by law;

          (3)  institute  Proceedings  from  time to time  for the  complete  or
     partial  foreclosure  of this  Indenture with respect to the portion of any
     Trust Estate securing such Notes; and

          (4) exercise any remedies under the Uniform  Commercial  Code and take
     any other appropriate action to protect and enforce the rights and remedies
     of the Trustee or the Holders of the Notes hereunder.

                                       43
<PAGE>
Section 6.05. OPTIONAL PRESERVATION OF TRUST ESTATE.

     If the Notes have been declared to be due and payable following an Event of
Default and such  declaration and its  consequences  have not been rescinded and
annulled,  the Trustee may take possession of the Trust Estate,  if any, and, so
long as the Trust Estate provides and continues to provide  sufficient funds for
the  payment  of  principal  of, and  interest  on, the Notes as they would have
become due if there had not been such a  declaration,  retain such Trust  Estate
intact for the  benefit of the Holders of the Notes.  In such case,  the Trustee
may, but need not, obtain and rely upon an opinion of an independent  investment
banking  firm of national  reputation  as to the  feasibility  of such  proposed
action  and as to the  value  of such  Trust  Estate,  which  opinion  shall  be
conclusive evidence as to such value.

Section 6.06. TRUST MAY FILE PROOFS OF CLAIM.

     In case  of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  Proceeding  relative to the Issuer or any other obligor upon the Notes
or the property of the Issuer or of such other obligor or their  creditors,  the
Trustee,  irrespective of whether the principal of the Notes of any Class or any
interest  thereon  shall  then be due and  payable as  therein  expressed  or by
declaration  or otherwise,  and  irrespective  of whether the Trustee shall have
made any demand on the Issuer for the payment of overdue  principal or interest,
shall be entitled and empowered, by intervention in such Proceeding or otherwise

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

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

and any receiver,  assignee,  trustee,  liquidator,  or  sequestrator,  or other
similar official,  in any such judicial  Proceeding is hereby authorized by each
Noteholder  to make such  payments  to the  Trustee,  and in the event  that the

                                       44
<PAGE>
Trustee  shall  consent  to  the  making  of  such  payments   directly  to  the
Noteholders,  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  Noteholder any plan
of 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 Noteholder in any such Proceeding.

Section 6.07.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

     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 or the production 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
of the Notes of the Class in respect of which such judgment has been recovered.

Section 6.08. APPLICATION OF MONEY COLLECTED.

     Any money  collected by the Trustee  with respect to any Notes  pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the  Trustee  and,  in case of the  distribution  of such money on account of
principal or interest,  upon  presentation of the Notes and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid.

     FIRST: To the payment of all amounts due the Trustee under Section 7.07.

     SECOND:  To the payment of the  amounts  then due and unpaid upon the Notes
for principal and interest, in respect of which or for the benefit of which such
money has been collected,  ratably,  without preference or priority of any kind,
according  to the  amounts  due and  payable  on the  Notes  for  principal  and
interest, respectively.

                                       45
<PAGE>
     THIRD:  To the payment of any surplus to any other Person legally  entitled
thereto.

Section 6.09. LIMITATION ON SUITS.

     No Holder of any Note shall have any right to  institute  any  Proceedings,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

          (1) such Holder has previously  given written notice to the Trustee of
     a continuing Event of Default in respect of the Notes;

          (2) the  Holders  of not less  than  33% in  principal  amount  of the
     Outstanding  Notes  shall  have made  written  request  to the  Trustee  to
     institute  Proceedings  in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3) such  Holder or Holders  have  offered to the  Trustee  reasonable
     indemnity  against the costs,  expenses and  liabilities  to be incurred in
     compliance with such request;

          (4) the Trustee for sixty (60) days after its receipt of such  notice,
     request and offer of indemnity has failed to institute any such Proceeding;
     and

          (5) no direction inconsistent with such written request has been given
     to the  Trustee  during  such  sixty  (60) day  period by the  Holders of a
     majority in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture  to  affect,  disturb  or  prejudice  the rights of any other
Holders of Notes or to obtain or to seek to obtain  priority or preference  over
any other  Holders or to enforce any right under this  Indenture,  except in the
manner herein  provided and for the equal and ratable benefit of all the Holders
of Notes.

                                       46
<PAGE>
Section 6.10. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND
              INTEREST.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Note shall have the  right,  which is  absolute  and  unconditional,  to receive
payment  of the  principal  of such Note on or before its  Stated  Maturity  and
payment of  interest  thereon on or before the dates  required  by such Note and
this  Indenture and to institute  suit for the  enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

Section 6.11. RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any  Noteholder  has instituted any Proceeding to enforce
any  right  or  remedy  under  this  Indenture  and  such  Proceeding  has  been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the Trustee or to such Noteholder,  then and in every such case the Issuer,  the
Trustee  and  the  Noteholders  shall,  subject  to any  determination  in  such
Proceeding,  be restored  severally and  respectively to their former  positions
hereunder,  and  thereafter  all  rights  and  remedies  of the  Trustee  or the
Noteholders shall continue as though no such Proceeding has been instituted.

Section 6.12. RIGHTS AND REMEDIES CUMULATIVE.

     No right or remedy herein  conferred  upon or reserved to the Trustee or to
the  Noteholders  is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing of law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.13. DELAY OR OMISSION NOT WAIVER.

     No  delay  or  omission  of the  Trustee  or of any  Holder  of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such  right or remedy or  constitute  a waiver of such  Event of  Default  or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the  Noteholders  may be exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee or by the Noteholders,  as the
case may be.

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<PAGE>
Section 6.14. CONTROL BY NOTEHOLDERS.

     The  Holders of a majority in  principal  amount of the  Outstanding  Notes
shall have the right to direct  the time,  method  and place of  conducting  any
Proceeding for any remedy available to the Trustee with respect to such Notes or
exercising  any trust or power  conferred  on the Trustee  with  respect to such
Notes; provided that

          (1) such  direction  shall not be in conflict  with any rule of law or
     with this Indenture, and

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent  with such direction;  provided,  however,  that,
     subject to Section  7.01,  the  Trustee  need not take any action  which it
     determines might involve it in liability or be unjustly  prejudicial to the
     Noteholders not consenting.

Section 6.15. WAIVER OF PAST DEFAULTS.

     The Holders of a majority in principal amount of the Outstanding  Notes may
waive  any past  Default  or Event of  Default  and its  consequences,  except a
Default

          (1) in the payment of the principal of or interest on any Note, or

          (2) in respect of a  covenant  or  provision  hereof  which  cannot be
     modified or amended  without the consent of the Holder of each  Outstanding
     Note affected.

     Upon any such waiver,  such Default shall cease to exist,  and any Event of
Default arising  therefrom  shall be deemed to have been cured,  and not to have
occurred for every purpose of this Indenture; but no such waiver shall extend to
any  subsequent  or other  Default  or Event of  Default  or  impair  any  right
consequent thereon.

Section 6.16. UNDERTAKING FOR COSTS.

     All  parties to this  Indenture  agree,  and each Holder of any Note by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee,  the filing by any party  litigant in such

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suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs,  including  reasonable  attorneys' fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Trustee,  to any suit  instituted by any  Noteholder,  or group of  Noteholders,
holding in the aggregate  more than 10% in principal  amount of the  Outstanding
Notes,  or to any suit  instituted by any Noteholder for the  enforcement of the
payment  of the  principal  of or  interest  on any Note on or after the  Stated
Maturity expressed in such Note (or, in the case of redemption,  on or after the
applicable Redemption Date).

Section 6.17. WAIVER OF STAY OR EXTENSION LAWS.

     The Issuer  covenants  (to the extent  that it may  lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage  of, any stay or extension  law wherever  enacted,
now or at any time  hereafter  in force,  which may affect the  covenants or the
performance  of this  Indenture;  and the  Issuer  (to  the  extent  that it may
lawfully do so) 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 6.18. SALE OF TRUST ESTATE.

          (a) The power to effect  any sale (a  "Sale")  of any  portion  of the
     Trust  Estate (if any)  pursuant to Section  6.04 shall not be exhausted by
     any one or more  Sales as to any  portion  of the  Trust  Estate  remaining
     unsold,  but shall  continue  unimpaired  until  the  entire  Trust  Estate
     securing the Notes shall have been sold or all amounts payable on the Notes
     and under this  Indenture  with respect  thereto shall have been paid.  The
     Trustee may from time to time postpone any Sale by public announcement made
     at the time and place of such Sale. The Trustee hereby expressly waives its
     right to any amount fixed by law as compensation for any Sale.

          (b) The  Trustee  may bid for and  acquire  any  portion  of the Trust
     Estate in connection with a public Sale thereof, and may pay all or part of
     the purchase price by crediting against amounts owing on the Notes or other
     amounts secured by this Indenture,  all or part of the net proceeds of such

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     Sale after  deducting  the costs,  charges  and  expenses  incurred  by the
     Trustee in  connection  with such Sale.  The Notes need not be  produced in
     order to complete  any such Sale,  or in order for the net proceeds of such
     Sale to be  credited  against  the  Notes.  The  Trustee  may hold,  lease,
     operate,  manage or  otherwise  deal with any  property  so acquired in any
     manner permitted by law.

          (c) The Trustee shall execute and deliver an appropriate instrument of
     conveyance  transferring its interest in any portion of the Trust Estate in
     connection  with a  Sale  thereof.  In  addition,  the  Trustee  is  hereby
     irrevocably  appointed  the agent  and  attorney-in-fact  of the  Issuer to
     transfer  and convey its  interest  in any  portion of the Trust  Estate in
     connection with a Sale thereof,  and to take all action necessary to effect
     such Sale.  No  purchaser  or  transferee  at such a sale shall be bound to
     ascertain the Trustee's  authority,  inquire into the  satisfaction  of any
     conditions precedent or see to the application of any moneys.

Section 6.19. ACTION ON NOTES.

     The Trustee's right to seek and recover judgment on the Notes or under this
Indenture shall not be affected by the seeking,  obtaining or application of any
other relief under or with respect to this  Indenture.  Neither the lien of this
Indenture nor any rights or remedies of the Trustee or the Noteholders  shall be
impaired by the recovery of any judgment by the Trustee against the Issuer or by
the levy of any  execution  under such  judgment  upon any  portion of the Trust
Estate or upon any of the assets of the Issuer.

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                                  ARTICLE SEVEN

                                   The Trustee

Section 7.01. CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) Except during the continuance of an Event of Default,

               (1) the Trustee  undertakes  to perform such duties and only such
          duties as are specifically set forth in this Indenture, and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

               (2) in the  absence  of bad faith on its part,  the  Trustee  may
          conclusively  rely,  as  to  the  truth  of  the  statements  and  the
          correctness of the opinions  expressed  therein,  upon certificates or
          opinions  furnished to the Trustee and conforming to the  requirements
          of  this  Indenture;  but in the  case  of any  such  certificates  or
          opinions which by any provision hereof are specifically required to be
          furnished to the Trustee, the Trustee shall be under a duty to examine
          the same to determine  whether or not they conform to the requirements
          of this Indenture.

          (b) In case an Event of Default 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 man would exercise or use under the  circumstances in the conduct
     of his own affairs.

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

               (1) this Subsection shall not be construed to limit the effect of
          Subsection (a) of this Section;

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

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<PAGE>
               (3) the Trustee  shall not be liable  with  respect to any action
          taken or omitted to be taken by it in good  faith in  accordance  with
          the direction of the Holders of a majority in principal  amount of the
          Outstanding Notes relating to the time, method and place of conducting
          any proceeding for any remedy available to the Trustee,  or exercising
          any trust or power  conferred upon the Trustee,  under this Indenture;
          and

               (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 duties hereunder, or in the
          exercise of any of its rights or powers,  if it shall have  reasonable
          grounds  for  believing  that  repayment  of such  funds  or  adequate
          indemnity against such risk or liability is not reasonably  assured to
          it.

          (d) Whether or not therein  expressly so provided,  every provision of
     this  Indenture  relating to the conduct or affecting  the  liability of or
     affording  protection to the Trustee shall be subject to the  provisions of
     this Section.

Section 7.02. NOTICE OF DEFAULT.

     Within 90 days after the  occurrence  of any  Default,  the  Trustee  shall
transmit by mail to all Holders of Notes, as their names and addresses appear on
the Note Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the  payment of the  principal  of or  interest  on any
Note, the Trustee shall be protected in  withholding  such notice if and so long
as the board of  directors,  the  executive  committee  or a trust  committee of
directors  and/or  Responsible  Officers of the Trustee in good faith  determine
that the withholding of such notice is in the interests of the Noteholders;  and
provided, further, that in the case of any Default of the character specified in
Section  6.01(4) no such notice to Noteholders  shall be given until at least 60
days after the occurrence thereof.

Section 7.03. CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 7.01:

          (1) the  Trustee  may  rely  and  shall  be  protected  in  acting  or
     refraining  from  acting  upon  any  resolution,   certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,

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<PAGE>
     Note,  note or other paper or document  believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

          (2) any request or direction of the Issuer  mentioned  herein shall be
     sufficiently  evidenced  by an  Issuer  Request  or  Issuer  Order  and any
     resolution  of the Board of Directors  may be  sufficiently  evidenced by a
     Board Resolution;

          (3) 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, rely upon an Officers' Certificate;

          (4) the  Trustee may consult  with  counsel and the written  advice of
     such  counsel  or any  Opinion  of  Counsel  shall  be  full  and  complete
     authorization  and  protection in respect of any action taken,  suffered or
     omitted by it hereunder in good faith and in reliance thereon;

          (5) 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  Noteholders  pursuant  to  this  Indenture,  unless  such
     Noteholders  shall  have  offered to the  Trustee  reasonable  security  or
     indemnity  against  the costs,  expenses  and  liabilities  which  might be
     incurred by it in compliance with such request or direction;

          (6) 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,
     Note,  note or other paper or document,  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; and

          (7) the Trustee may execute any of the trusts or powers  hereunder  or
     perform any duties  hereunder  either  directly or by or through  agents or

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<PAGE>
     attorneys and the Trustee shall not be  responsible  for any  misconduct or
     negligence on the part of any agent or attorney  appointed with due care by
     it hereunder.

Section 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

     The recitals contained herein and in the Notes,  except the certificates of
authentication,  shall be taken as the statements of the Issuer, and the Trustee
assumes  no  responsibility  for  their   correctness.   The  Trustee  makes  no
representation  as to the validity or  sufficiency  of this  Indenture or of the
Notes.  The Trustee shall not be  accountable  for the use or application by the
Issuer of Notes or the proceeds thereof.

Section 7.05. MAY HOLD NOTES.

     The Trustee,  any Paying  Agent,  Note  Registrar or any other agent of the
Issuer, in its individual or any other capacity, may become the owner or pledgee
of Notes and,  subject to Sections 7.08 and 7.13,  may  otherwise  deal with the
Issuer with the same rights it would have if it were not Trustee,  Paying Agent,
Note Registrar or such other agent.

Section 7.06. MONEY HELD IN TRUST.

     Money held by the Trustee in trust  hereunder  need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed  with the  Issuer or as  otherwise  provided  and except to the extent of
income or other gain on  investments  which are deposits in or  certificates  of
deposits  of the  Trustee  and income or other  gain  actually  received  by the
Trustee on Eligible Investments. All moneys held by the Trustee hereunder (other
than moneys held by the Trustee for payment of principal or interest on Notes on
and after the Stated Maturity thereof or Redemption Date therefor or any monthly
interest  payment  date or other  date on  which  such  moneys  are  payable  to
Noteholders)  shall be invested by the Trustee at the direction of the Issuer in
Eligible  Investments  prior to the  disbursement  of such moneys and all income
realized from such investments shall be added to the Interest Payment Account.

Section 7.07. COMPENSATION AND REIMBURSEMENT.

     The Issuer agrees with respect to the Notes issued hereunder:

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<PAGE>
          (1) to pay the Trustee from time to time reasonable  compensation  for
     all services  rendered by it  hereunder  (which  compensation  shall not be
     limited by any provision of law in regard to the  compensation of a trustee
     of an express trust);

          (2) except as otherwise  expressly  provided herein,  to reimburse the
     Trustee upon its request for all  reasonable  expenses,  disbursements  and
     advances  incurred or made by the Trustee in accordance  with any provision
     of this Indenture  (including the reasonable  compensation and the expenses
     and  disbursements  of its agents and  counsel),  except any such  expense,
     disbursement  or advance as may be  attributable  to its  negligence or bad
     faith; and

          (3) to  indemnify  the  Trustee  (including  when acting in any agency
     capacity  hereunder) and its agents for, and to hold them harmless against,
     any loss,  liability or expense incurred without negligence or bad faith on
     their  part,  arising  out  of or in  connection  with  the  acceptance  or
     administration of this trust, including the costs and expenses of defending
     themselves  against any claim or liability in connection  with the exercise
     or performance of any of their powers or duties hereunder.

          As security for the performance of the Issuer under this Section,  the
     Trustee  shall have a lien prior to the Notes upon all  property  and funds
     held or  collected  by the Trustee in respect of the Notes as such,  except
     funds held in trust for the  payment of  principal  of or  interest  on the
     Notes.

     Notwithstanding the foregoing,  the Trustee, in connection with the failure
to make  payments as  required  under this  Section  7.07,  shall not  institute
bankruptcy  proceedings  against the Issuer under the Federal Bankruptcy Code or
any  similar  applicable  federal or state  law,  during the period in which the
Notes are outstanding or 91 days thereafter.

Section 7.08. DISQUALIFICATION; CONFLICTING INTERESTS.

          (a) If the Trustee has or shall acquire any conflicting  interest with
     respect to the Notes, as defined in this Section,  it shall, within 90 days
     after ascertaining that it has such conflicting interest,  either eliminate
     such  conflicting  interest  or resign in the  manner  and with the  effect
     hereinafter specified in this Article.

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<PAGE>
          (b) In the  event  that the  Trustee  shall  fail to  comply  with the
     provisions of Subsection (a) of this Section,  the Trustee shall, within 10
     days after the  expiration of such 90-day  period,  transmit by mail to all
     Noteholders,  as their  names and  addresses  appear in the Note  Register,
     notice of such failure.

          (c) For the purpose of this  Section,  the Trustee  shall be deemed to
     have a  conflicting  interest  if the Notes are in default (as such term is
     defined  in  the  Indenture,  but  exclusive  of any  period  of  grace  or
     requirement of notice) and

               (1) the Trustee is trustee  under another  indenture  under which
          any other securities,  or certificates of interest or participation in
          any other securities,  of the Issuer are outstanding,  unless (A) such
          other indenture  securities are collateral trust notes under which the
          only collateral consists of Notes issued under this Indenture (B) such
          other  indenture is a collateral  trust indenture under which the only
          collateral  consists of Notes issued  under this  Indenture or (C) the
          Issuer has no substantial  unmortgaged assets and is engaged primarily
          in  the  business  of  owning,  or of  owning  and  developing  and/or
          operating, real estate and this Indenture and such other indenture are
          secured  by wholly  separate  and  distinct  parcels  of real  estate;
          provided  that there  shall be  excluded  from the  operation  of this
          paragraph any indenture or indentures under which other securities, or
          certificates of interest or participation in other securities,  of the
          Issuer are outstanding,  if the Issuer shall have sustained the burden
          of proving, on application to the Commission and after opportunity for
          hearing thereon, that trusteeship under this Indenture with respect to
          one or more Classes of Notes and such other indenture or indentures is
          not so likely to involve a material conflict of interest as to make it
          necessary in the public interest or for the protection of investors to
          disqualify the Trustee from acting as such under this Indenture and/or
          one or more of such other indentures;

               (2) by reason of  supplements  or amendments to this Indenture as
          originally  executed there shall be created  covenants,  restrictions,
          conditions  or additional  Events of Default  which are  applicable to
          less than all  Classes of Notes and the  existence  of which (A) would
          give the Holders of Notes of any Class any  concurrent or  overlapping
          security  interest  with  respect  to any  Trust  Estate  or any other

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<PAGE>
          property  held by the  Trustee  for the benefit of Holders of Notes of
          any other Class,  (B) would cause the Notes of one or more Classes not
          to rank  equally or PARI PASSU with the Notes of any other  Class,  or
          (C) is sufficiently  likely to involve a material conflict of interest
          as  between  Classes  of  Notes  that it is  advisable  in the  public
          interest  or  for  the   protection  of  investors  that  the  Trustee
          disqualify  itself  from  acting as such with  respect  to one or more
          applicable Classes of Notes;

               (3) the Trustee or any of its directors or executive  officers is
          an obligor upon the Notes or an underwriter for the Issuer;

               (4) the Trustee directly or indirectly controls or is directly or
          indirectly controlled by or is under direct or indirect common control
          with the Issuer or an underwriter for the Issuer;

               (5) the Trustee or any of its directors or executive  officers is
          a director, officer, partner, employee, appointee or representative of
          the Issuer,  or of an underwriter  (other than the Trustee itself) for
          the Issuer who is currently  engaged in the business of  underwriting,
          except  that (i) one  individual  may be a  director  or an  executive
          officer,  or both,  of the  Trustee  and a  director  or an  executive
          officer,  or both,  of the  Issuer  but may not be at the same time an
          executive  officer of both the Trustee and the Issuer;  (ii) if and so
          long as the number of  directors of the Trustee in office is more than
          nine,  one  additional  individual  may be a director or an  executive
          officer,  or both,  of the Trustee  and a director of the Issuer;  and
          (iii)  the  Trustee  may  be  designated  by  the  Issuer  or  by  any
          underwriter  for the Issuer to act in the capacity of transfer  agent,
          registrar,  custodian,  paying agent,  fiscal agent,  escrow agent, or
          depositary,  or in any other  similar  capacity,  or,  subject  to the
          provisions  of paragraph  (1) of this  Subsection,  to act as trustee,
          whether under an indenture or otherwise;

               (6)  10% or more  of the  voting  securities  of the  Trustee  is
          beneficially owned either by the Issuer or by any director, partner or
          executive officer thereof, or 20% or more of such voting securities is
          beneficially owned, collectively,  by any two or more of such persons;

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<PAGE>
          or 10% or more of the voting securities of the Trustee is beneficially
          owned  either by an  underwriter  for the  Issuer or by any  director,
          partner  or  executive  officer  thereof,  or  is  beneficially  owned
          collectively by any two or more such persons;

               (7)  the  Trustee  is  the  beneficial  owner  of,  or  holds  as
          collateral  security for an obligation which is in default,  (i) 5% or
          more of the voting  securities,  or 10% or more of any other  class of
          security,  of the Issuer not  including  the Notes  issued  under this
          Indenture and securities  issued under any other indenture under which
          the  Trustee  is also  trustee,  or (ii)  10% or more of any  class of
          security of an underwriter for the Issuer;

               (8)  the  Trustee  is  the  beneficial  owner  of,  or  holds  as
          collateral  security for an obligation which is in default, 5% or more
          of the voting  securities  of any person who, to the  knowledge of the
          Trustee,  owns 10% or more of the voting  securities  of, or  controls
          directly or indirectly,  or is under direct or indirect common control
          with, the Issuer;

               (9)  the  Trustee  is  the  beneficial  owner  of,  or  holds  as
          collateral security for an obligation which is in default, 10% or more
          of any class of security of any person  who, to the  knowledge  of the
          Trustee, owns 50% or more of the voting securities of the Issuer;

               (10) the  Trustee  owns,  on the date of  Default  upon the Notes
          (exclusive  of any  period of grace or  requirement  of notice) or any
          anniversary of such Default while such Default upon the Notes remains,
          in the  capacity of  executor,  administrator,  testamentary  or inter
          vivos trustee,  guardian,  committee or  conservator,  or in any other
          similar  capacity,   an  aggregate  of  25%  or  more  of  the  voting
          securities, or of any class of security, of any person, the beneficial
          ownership of a specified  percentage of which would have constituted a
          conflicting   interest  under  paragraph  (7),  (8)  or  (9)  of  this
          Subsection.  As to any such  securities of which the Trustee  acquired
          ownership through becoming  executor,  administrator,  or testamentary
          trustee  of an estate  which  included  them,  the  provisions  of the
          preceding sentence shall not apply, for a period of two years from the
          date of such acquisition,  to the extent that such securities included

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          in such estate do not exceed 25% of such voting  securities  or 25% of
          any such  class of  security.  Promptly  after  the  dates of any such
          Default upon the Notes and annually in each  succeeding  year that the
          Notes  remain  in  Default,  the  Trustee  shall  make a check  of its
          holdings of such securities in any of the above- mentioned  capacities
          as of such dates.  If the Issuer  fails to make payment in full of the
          principal  of or  interest  on any of the  Notes  when and as the same
          become  due  and  payable,  and  such  failure  continues  for 30 days
          thereafter,  the Trustee  shall make a prompt check of its holdings of
          such  securities  in any of the  above-mentioned  capacities as of the
          date of the  expiration  of such 30-day  period,  and after such date,
          notwithstanding the foregoing  provisions of this paragraph,  all such
          securities  so held by the  Trustee,  with sole or joint  control over
          such securities  vested in it, shall, but only so long as such failure
          shall  continue,  be  considered as though  beneficially  owned by the
          Trustee  for  the  purposes  of  paragraphs  (7),  (8) and (9) of this
          Subsection; or

               (11) except under the circumstances  described in paragraphs (1),
          (3),  (5) or (6) of  Section  311(b) of the TIA,  Trustee  shall be or
          shall become a creditor of the Issuer.

     For purposes of paragraph (2) of this  Subsection  and of Section 316(a) of
the TIA the term Class  means a series,  class or group of  securities  issuable
under the  Indenture  pursuant to whose terms holders of one such class may vote
to direct the  Trustee  or  otherwise  take  action  pursuant  to a vote of such
holders,  separately  from  another  such class;  provided  that Class shall not
include any class  issued  under the  Indenture if all such Classes rank equally
and are wholly unsecured.

     The specification of percentages in paragraphs (6) to (10),  inclusive,  of
this Subsection  shall not be construed as indicating that the ownership of such
percentages  of the  securities of a person is or is not necessary or sufficient
to  constitute  direct or indirect  control for the purposes of paragraph (4) or
(8) of this Subsection.

     For the purposes of paragraphs  (7),  (8), (9) and (10) of this  Subsection
only,  (i) the  terms  "SECURITY"  and  "SECURITIES"  shall  include  only  such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of  indebtedness  issued to evidence an obligation to

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repay moneys loaned to a person by one or more banks, trust companies or banking
firms,  or any  certificate  of  interest or  participation  in any such note or
evidence of indebtedness;  (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal  shall have continued for 30 days or more
and shall not have been cured;  and (iii) the Trustee  shall not be deemed to be
the owner or holder of (A) any security  which it holds as collateral  security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above,  or (B) any security  which it holds as  collateral  security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent  for  collection,  or as  custodian,  escrow  agent,  or
depositary, or in any similar representative capacity.

     (d) For the purposes of this Subsection:

               (1) The term "UNDERWRITER" when used with reference to the Issuer
          means every person who,  within one year prior to the time as of which
          the  determination is made, was an underwriter of any Security of such
          Issuer  outstanding  at such time,  or has  participated  or has had a
          direct  or  indirect  participation  in any such  undertaking,  or has
          participated  or has had a  participation  in the  direct or  indirect
          underwriting of any such undertaking,  but such term shall not include
          a  person  whose  interest  was  limited  to  a  commission   from  an
          underwriter  or  dealer  not in  excess  of the  usual  and  customary
          distributors' or sellers' commission.

               (2) The term "DIRECTOR"  means any director of a corporation,  or
          any  individual  performing  similar  functions  with  respect  to any
          organization whether incorporated or unincorporated.

               (3) The term  "PERSON"  means an  individual,  a  corporation,  a
          partnership,  an  association,  a joint  stock  company,  a trust,  an
          unincorporated organization,  or a government or political subdivision
          thereof.  As used in this  paragraph,  the term "TRUST"  shall include
          only a trust where the  interest or interests  of the  beneficiary  or
          beneficiaries are evidenced by a security.

               (4) The term  "VOTING  SECURITY"  means  any  security  presently
          entitling  the owner or holder  thereof  to vote in the  direction  or
          management of the affairs of a person, or any security issued under or

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          pursuant to any trust,  agreement or arrangement  whereby a trustee or
          trustees  or agent or agents for the owner or holder of such  security
          are  presently  entitled to vote in the direction or management of the
          affairs of a person.

               (5) The term "ISSUER" means any obligor upon the Notes.

               (6) The term "EXECUTIVE OFFICER" means the president,  every vice
          president,  every trust  officer,  the cashier,  the secretary and the
          treasurer of a corporation,  and any individual customarily performing
          similar   functions   with   respect  to  any   organization   whether
          incorporated or unincorporated,  but shall not include the chairman of
          the board of directors.

          (e) The percentage of voting securities and other securities specified
     in this  Section  shall be  calculated  in  accordance  with the  following
     provisions:

               (1) A  specified  percentage  of  the  voting  securities  of the
          Trustee,  the Issuer or any other  person  referred to in this Section
          (each of whom is referred to as a "person"  in this  paragraph)  means
          such amount of the  outstanding  voting  securities  of such person as
          entitles  the  holder  or  holders  thereof  to  cast  such  specified
          percentage  of the  aggregate  votes  which  the  holders  of all  the
          outstanding  voting  securities of such person are entitled to cast in
          the direction or management of the affairs of such person.

               (2) A specified  percentage  of a class of securities of a person
          means such  percentage  of the  aggregate  amount of securities of the
          class outstanding.

               (3) The term "amount,"  when used in regard to securities,  means
          the  principal  amount if relating to evidences of  indebtedness,  the
          number of shares if  relating  to  capital  shares,  and the number of
          units if relating to any other kind of security.

               (4) The term  "OUTSTANDING"  means  issued and not held by or for
          the  account of the  issuer.  The  following  securities  shall not be
          deemed outstanding within the meaning of this definition:

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                    (i)  securities of an issuer held in a sinking fund relating
               to securities of the issuer of the same class;

                    (ii) securities of an issuer held in a sinking fund relating
               to another class of securities of the issuer,  if the  obligation
               evidenced by such other class of  securities is not in default as
               to principal or interest or otherwise;

                    (iii)  securities  pledged by the issuer thereof as security
               for an obligation of the issuer not in default as to principal or
               interest or otherwise; and

                    (iv)  securities  held in  escrow if placed in escrow by the
               issuer thereof;

         provided,  however  that any voting  securities  of an issuer  shall be
         deemed  outstanding  if any person other than the issuer is entitled to
         exercise the voting rights thereof.

               (5) A security shall be deemed to be of the same class as another
          security if both securities  confer upon the holder or holders thereof
          substantially the same rights and privileges; provided, however, that,
          in the case of secured  evidences  of  indebtedness,  all of which are
          issued under a single indenture,  differences in the interest rates or
          maturity   dates  of  various  series  thereof  shall  not  be  deemed
          sufficient to constitute such series different classes;  and provided,
          further,  that,  in the case of unsecured  evidences of  indebtedness,
          differences  in the interest rates or maturity dates thereof shall not
          be deemed  sufficient  to  constitute  them  securities  of  different
          classes, whether or not they are issued under a single indenture.

     Except  in the case of any  Event of  Default,  the  Trustee  shall  not be
required  to resign  as  required  by this  subsection  if  Trustee  shall  have
sustained the burden of proving,  on  application  to the  Commission  and after
opportunity  for hearing  thereon that: (i) the Event of Default may be cured or
waived  within a  reasonable  period  and  under  procedures  described  in such
application,  and  (ii) a  stay  of  Trustee's  duties  to  resign  will  not be
inconsistent  with the interests of the holders of the Notes. The filing of such

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application shall automatically stay the performance of the duty to resign until
the Commission  orders  otherwise.  Any  resignation of the Trustee shall become
effective only upon the appointment of a successor  trustee and such successor's
acceptance of such an appointment.

Section 7.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There  shall  at  all  times  be  a  Trustee  hereunder  which  shall  be a
corporation  organized and doing business under the laws of the United States of
America or of any state,  authorized under such laws to exercise corporate trust
powers,  having a combined capital and surplus of at least $150,000,  subject to
supervision or  examination  by federal or state  authority and having an office
within the United States of America.  If such corporation  publishes  reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect hereinafter specified in this Article.

Section 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No  resignation  or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee under Section 7.11.

          (b) The  Trustee  may  resign  at any time by  giving  written  notice
     thereof to the  Issuer.  If an  instrument  of  acceptance  by a  successor
     Trustee shall not have been  delivered to the Trustee  within 30 days after
     the  giving of such  notice  of  resignation,  the  resigning  Trustee  may
     petition  any court of  competent  jurisdiction  for the  appointment  of a
     successor  Trustee.  The  Trustee  covenants  and  agrees  that it will not
     institute proceedings to be adjudicated a bankrupt or insolvent or take any
     of the other actions which are  enumerated in Section  6.01(6) with respect
     to itself unless prior  thereto the Trustee  shall have resigned  hereunder
     and a successor Trustee shall have accepted appointment under Section 7.11.

          (c) The  Trustee may be removed at any time by Act of the Holders of a
     majority in  principal  amount of the  outstanding  Notes  delivered to the
     Trustee and to the Issuer.

          (d) If at any time:

               (1) the Trustee  shall fail to comply with Section  7.08(a) after
          written  request  therefor by the Issuer or by any  Noteholder who has
          been a bona fide Holder of a Note for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 7.09 and
          shall fail to resign after written  request  therefor by the Issuer or
          by any such Noteholder, or

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

then,  in any such  case,  (i) the Issuer by a Board  Resolution  may remove the
Trustee, or (ii) subject to Section 6.16 any Noteholder who has been a bona fide
Holder of a Note for at least six  months  may,  on  behalf of  himself  and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


          (e) If the Trustee  shall  resign,  be removed or become  incapable of
     acting,  or if a vacancy  shall  occur in the office of the Trustee for any
     cause the Issuer, by a Board Resolution, shall promptly appoint a successor
     Trustee. If within one year after such resignation, removal or incapability
     or the occurrence of such vacancy,  a successor  Trustee shall be appointed
     by Act of the Holders of a majority in principal  amount of the Outstanding
     Notes of that Class delivered to the Issuer and the retiring  Trustee,  the
     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment,  become the  successor  Trustee and  supersede  the  successor
     Trustee appointed by the Issuer. If no successor Trustee shall have been so
     appointed  by the  Issuer  or  the  Noteholders  and  shall  have  accepted
     appointment in the manner hereinafter provided, any Noteholder who has been
     a bona  fide  Holder of a Note for at least six  months  may,  on behalf of
     himself and all others similarly situated,  petition any court of competent
     jurisdiction for the appointment of a successor Trustee.

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          (f) The Issuer shall give notice of each  resignation and each removal
     of the  Trustee  and each  appointment  of a  successor  Trustee by mailing
     written notice of such event by first-class  mail,  postage  prepaid to the
     Holders of Notes as their names and addresses  appear in the Note Register.
     Each notice shall include the name of the successor Trustee and the address
     of its Corporate Trust Office.

Section 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     Every successor Trustee appointed hereunder shall execute,  acknowledge and
deliver to the Issuer and the  retiring  Trustee an  instrument  accepting  such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  trusts and
duties of the retiring  Trustee;  but, on request of the Issuer or the successor
Trustee,  such retiring Trustee shall, upon payment of its charges,  execute and
deliver an instrument  transferring  to such  successor  Trustee all the rights,
powers and trusts of the retiring Trustee,  and shall duly assign,  transfer and
deliver to such  successor  Trustee all property and money held by such retiring
Trustee  hereunder,  subject  nevertheless to its lien, if any,  provided for in
Section  7.07.  Upon  request of any such  successor  Trustee,  the Issuer shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     No successor  Trustee  shall accept its  appointment  unless at the time of
such  acceptance  such  successor  Trustee shall be qualified and eligible under
this Article.

Section 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
              TRUSTEE.

     Any  corporation  into which the Trustee may be merged or converted or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the parties  hereto.  In case any Notes have been  authenticated,

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but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

Section 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.

          (a) Subject to Subsection (b) of this Section, if the Trustee shall be
     or shall become a creditor,  directly or indirectly,  secured or unsecured,
     of the  Issuer  within  three  months  prior to a  default,  as  defined in
     Subsection  (c) of this Section,  or  subsequent  to such a default,  then,
     unless and until such default  shall be cured,  the Trustee shall set apart
     and hold in a special account for the benefit of the Trustee  individually,
     the Holders of the Notes and the holders of other indenture  securities (as
     defined in Subsection (c) of this Section):

               (1) an amount equal to any and all  reductions  in the amount due
          and owing upon any claim as such  creditor in respect of  principal or
          interest,  effected after the beginning of such three-month period and
          valid as against the Issuer and its other  creditors,  except any such
          reduction  resulting  from the receipt or  disposition of any property
          described in paragraph (2) of this Subsection, or from the exercise of
          any right of  set-off  which the  Trustee  could have  exercised  if a
          petition in  bankruptcy  had been filed by or against the Company upon
          the date of such default; and

               (2) all property  received by the Trustee in respect of any claim
          as such creditor,  either as security therefor,  or in satisfaction or
          composition  thereof,  or  otherwise,  after  the  beginning  of  such
          three-month  period,  or an amount  equal to the  proceeds of any such
          property, if disposed of, subject,  however, to the rights, if any, of
          the Issuer and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                    (A) to  retain  for its own  account  (i)  payments  made on
               account of any such claim by any Person  (other  than the Issuer)
               who is liable  thereon,  and (ii) the  proceeds  of the bona fide
               sale of any such  claim by the  Trustee  to a third  person,  and
               (iii) distributions made in cash, securities or other property in

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<PAGE>

               respect  of claims  filed  against  the Issuer in  bankruptcy  or
               receivership or in proceedings for reorganization pursuant to the
               Federal Bankruptcy Code or applicable state law;

                    (B) to realize, for its own account,  upon any property held
               by it as security  for any such claim,  if such  property  was so
               held prior to the beginning of such three-month period;

                    (C) to realize,  for its own account, but only to the extent
               of the claim hereinafter mentioned,  upon any property held by it
               as security for any such claim,  if such claim was credited after
               the  beginning of such  three-month  period and such property was
               received as security  therefor  simultaneously  with the creation
               thereof,  and if the Trustee  shall sustain the burden of proving
               that at the time such property was so received the Trustee had no
               reasonable  cause  to  believe  that  a  default  as  defined  in
               Subsection  (c) of this Section  would occur within three months;
               or

                    (D) to receive payment on any claim referred to in paragraph
               (B) or (C) against the release of any  property  held as security
               for such claim as provided in  paragraph  (B) or (C), as the case
               may be, to the extent of the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such  three-month  period for property held as security at that
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim  referred to in any of such  paragraphs is created in renewal of or in
substitution  for or for the purpose of repaying or refunding  any  pre-existing
claim of the Trustee as such creditor,  such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special  account and the proceeds  thereof shall be  apportioned  among the
Trustee,  the Noteholders and the holders of other indenture  securities in such
manner that the  Trustee,  the  Noteholders  and the holders of other  indenture
securities  realize,  as a result of  payments  from such  special  account  and
payments  of  dividends  on claims  filed  against the Issuer in  bankruptcy  or
receivership  or in  proceedings  for  reorganization  pursuant  to the  Federal

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Bankruptcy Code or applicable state law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Issuer of the funds and  property in such  special
account and before  crediting  to the  respective  claims of the Trustee and the
Noteholders  and the holders of other indenture  securities  dividends on claims
filed against the Issuer in bankruptcy or  receivership  or in  proceedings  for
reorganization  pursuant to the Federal Bankruptcy Code or applicable state law,
but after crediting thereon receipts on account of the indebtedness  represented
by their  respective  claims from all sources other than from such dividends and
from the funds and  property so held in such  special  account.  As used in this
paragraph,  with respect to any claim,  the term  "DIVIDENDS"  shall include any
distribution  with  respect to such claim,  in  bankruptcy  or  receivership  or
proceedings  for  reorganization  pursuant  to the  Federal  Bankruptcy  Code or
applicable state law, whether such distribution is made in cash, securities,  or
other property,  but shall not include any such distribution with respect to the
secured  portion,  if any,  of such claim.  The court in which such  bankruptcy,
receivership   or  proceedings   for   reorganization   is  pending  shall  have
jurisdiction  (i) to apportion  between the Trustee and the  Noteholders and the
holders of other indenture securities, in accordance with the provisions of this
paragraph,  the funds and  property  held in such  special  account and proceeds
thereof, or (ii) in lieu of such apportionment,  in whole or in part, to give to
the provisions of this paragraph due  consideration  in determining the fairness
of the  distributions  to be made to the  Trustee  and the  Noteholders  and the
holders of other indenture  securities with respect to their respective  claims,
in which event it shall not be  necessary  to liquidate or to appraise the value
of any securities or other property held in such special  account or as security
for any such claim, or to make a specific  allocation of such  distributions  as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

     Any Trustee  which has resigned or been removed after the beginning of such
three-month  period shall be subject to the  provisions  of this  Subsection  as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month  period,  it shall be
subject  to the  provisions  of this  Subsection  if and  only if the  following
conditions exist:

               (1) the receipt of property or  reduction  of claim,  which would
          have given rise to the  obligation  to  account,  if such  Trustee had

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          continued as Trustee, occurred after the beginning of such three month
          period; and

               (2) such  receipt of  property  or  reduction  of claim  occurred
          within three months after such resignation or removal.

          (b) There shall be excluded from the  operation of  Subsection  (a) of
     this Section a creditor relationship arising from:

               (1) the ownership or acquisition  of securities  issued under any
          indenture, or any security or securities having a maturity of one year
          or more at the time of acquisition by the Trustee;

               (2) advances  authorized by a receivership or bankruptcy court of
          competent  jurisdiction,  or by this  Indenture,  for the  purpose  of
          preserving any property which shall at any time be subject to the lien
          of this Indenture or of discharging  tax liens or other prior liens or
          encumbrances   thereon,   if  notice  of  such  advances  and  of  the
          circumstances   surrounding   the  making  thereof  is  given  to  the
          Noteholders at the time and in the manner provided in this Indenture;

               (3) disbursements  made in the ordinary course of business in the
          capacity of trustee under an  indenture,  transfer  agent,  registrar,
          custodian,  paying agent, fiscal agent or depositary, or other similar
          capacity;

               (4) an indebtedness  created as a result of services  rendered or
          premises  rented;  or an indebtedness  created as a result of goods or
          securities sold in a cash  transaction as defined in Subsection (c) of
          this Section;

               (5)  the  ownership  of  stock  or  of  other   securities  of  a
          corporation  organized  under the  provisions  of Section 25(s) of the
          Federal  Reserve  Act, as amended,  which is directly or  indirectly a
          creditor of the Issuer; or

               (6) the acquisition,  ownership, acceptance or negotiation of any
          drafts,  bills of  exchange,  acceptances  or  obligations  which fall
          within  the  classification  of  self-liquidating  paper as defined in
          Subsection (c) of this Section.

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          (c) For the purposes of this Section only:

               (1) The term "DEFAULT"  means any failure to make payment in full
          of the  principal of or interest on any of the Notes or upon the other
          indenture  securities  when and as such principal or interest  becomes
          due and payable.

               (2) The term "OTHER INDENTURE  SECURITIES"  means securities upon
          which the Issuer is an obligor  outstanding  under any other indenture
          (i) under  which the  Trustee is also  trustee,  (ii)  which  contains
          provisions  substantially  similar to the  provisions of this Section,
          and  (iii)  under   which  a  default   exists  at  the  time  of  the
          apportionment of the funds and property held in such special account.

               (3) The term "CASH  TRANSACTION"  means any  transaction in which
          full  payment for goods or  securities  sold is made within seven days
          after  delivery of the goods or securities in currency or in checks or
          other orders drawn upon banks or bankers and payable upon demand.

               (4) The term  "SELF-LIQUIDATING  PAPER" means any draft,  bill of
          exchange, acceptance or obligation which is made, drawn, negotiated or
          incurred  by the Issuer for the  purpose of  financing  the  purchase,
          processing,  manufacturing,  shipment, storage or sale of goods, wares
          or merchandise and which is secured by documents  evidencing title to,
          possession of, or a lien upon, the goods,  wares or merchandise or the
          receivables or proceeds  arising from the sale of the goods,  wares or
          merchandise  previously  constituting the security;  provided that the
          security is received by the Trustee  simultaneously  with the creation
          of the creditor  relationship with the Issuer arising from the making,
          drawing,  negotiating  or  incurring  of the draft,  bill of exchange,
          acceptance or obligation.

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                                  ARTICLE EIGHT

              Noteholders' Lists and Reports by Trustee and Issuer


Section 8.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS.

     The Issuer  will  furnish or cause to be  furnished  to the Trustee (a) not
more than five days after each Regular Record Date with respect to each Class of
Notes  and in no event  less  than  semiannually,  a list,  in such  form as the
Trustee may  reasonably  require,  of the names and  addresses of the Holders of
Notes of such Class as of such Regular Record Date, and (b) at such other times,
as the  Trustee  may  request in  writing,  within 30 days after  receipt by the
Issuer of any such request,  a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished;  provided,  however,
that so long as the  Trustee  is the  Note  Registrar,  no such  list  shall  be
required to be furnished.

Section 8.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS.

          (a) The Trustee shall preserve,  in as current a form as is reasonably
     practicable,  the names and addresses of the Holders of Notes  contained in
     the most recent list  furnished  to the Trustee as provided in Section 8.01
     and the names and addresses of the Holders of Notes received by the Trustee
     in its  capacity  as Note  Registrar.  The  Trustee  may  destroy  any list
     furnished  to it as provided in Section  8.01 upon receipt of a new List so
     furnished.

          (b) If three or more Holders of Notes  ("applicants") apply in writing
     to the Trustee,  and furnish to the Trustee reasonable proof that each such
     applicant  has owned a Note for a period of at least six  months  preceding
     the  date of  such  application,  and  such  application  states  that  the
     applicants  desire  to  communicate  with  other  Holders  of  Notes  of  a
     particular  Class (in which case the applicants must all hold Notes of such
     Class) or with the Holders of all Notes with  respect to their rights under
     this  Indenture or under the Notes and is accompanied by a copy of the form
     of proxy or other  communication which such applicants propose to transmit,
     then the Trustee shall, within five Business Days after the receipt of such
     application, at its election, either:

               (1) afford such applicants access to the information preserved at
          the time by the  Trustee in  accordance  with  Subsection  (a) of this
          Section; or

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               (2)  inform  such  applicants  as to the  approximate  number  of
          Holders of Notes of such Class or all Notes, as the case may be, whose
          names and addresses appear in the information preserved at the time by
          the Trustee in accordance with Subsection (a) of this Section,  and as
          to the  approximate  cost of mailing to such  Noteholders  the form of
          proxy or other communication, if any, specified in such application.

     If the Trustee  shall elect not to afford  such  applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  Noteholder  whose  name and  address  appears  in the  information
preserved at the time by the Trustee in accordance  with  Subsection (a) of this
Section, a copy of the form of proxy or other  communication  which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of  payment,  or  provision  for the  payment,  of the
reasonable  expenses of mailing,  unless within five days after such tender, the
Trustee shall mail to such  applicants  and file with the  Commission,  together
with a copy of the  material  to be mailed,  a written  statement  to the effect
that, in the opinion of the Trustee,  such mailing would be contrary to the best
interests  of the  Holders of Notes of such Class or all Notes,  as the case may
be, or would be in violation of  applicable  law. Such written  statement  shall
specify the basis of such opinion.  If the Commission,  after  opportunity for a
hearing upon the objections  specified in the written statement so filed,  shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order  sustaining one or more of such  objections,  the  Commission  shall
find,  after notice and  opportunity  for hearing,  that all the  objections  so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Noteholders with reasonable  promptness
after the entry of such order and the  renewal  of such  tender;  otherwise  the
Trustee  shall  be  relieved  of any  obligation  or  duty  to  such  applicants
respecting their application.

          (c) Every Holder of Notes,  by receiving and holding the same,  agrees
     with the Issuer and the  Trustee  that  neither  the Issuer nor the Trustee
     shall  be  held  accountable  by  reason  of the  disclosure  of  any  such
     information  as to the  names  and  addresses  of the  Holders  of Notes in
     accordance  with  Subsection (b) of this Section,  regardless of the source
     from which such information was derived,  and that the Trustee shall not be

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     held  accountable  by reason of mailing any material  pursuant to a request
     made under Subsection (b) of this Section.

Section 8.03. REPORTS BY TRUSTEE.

          (a) With  respect to each  Class,  within 60 days after May 15 of each
     year  commencing  with the year 2001, the Trustee shall transmit by mail to
     all Noteholders of such Class,  as their names and addresses  appear in the
     Note Register,  a brief report dated as of such May 15  ("reporting  date")
     with respect to any of the following  events which may have occurred within
     the  previous  12 months  (but if no such event has  occurred  within  such
     period no report need be transmitted):

               (1) any  change to its  eligibility  under  Section  7.09 and its
          qualifications under Section 7.08;

               (2) the  creation  of or any  material  change to a  relationship
          specified in paragraphs (1) through (10) of Section 310(b) of the TIA;

               (3) the  character and amount of any advances (and if the Trustee
          elects so to state, the circumstances  surrounding the making thereof)
          made by the  Trustee (as such) which  remain  unpaid on the  reporting
          date, and for the reimbursement of which it claims or may claim a lien
          or charge,  prior to that of the Notes,  on any property or funds held
          or  collected by it as Trustee,  except that the Trustee  shall not be
          required  (but may elect) to report such  advances if such advances so
          remaining  unpaid  aggregate  not more than 1/2 of 1% of the principal
          amount of the Notes Outstanding on the reporting date;

               (4) the  amount,  interest  rate and  maturity  date of all other
          indebtedness  owing by the  Issuer  (or by any  other  obligor  on the
          Notes) to the Trustee in its  individual  capacity,  on the  reporting
          date,  with a brief  description  of any property  held as  collateral
          security  therefor,  except  an  indebtedness  based  upon a  creditor
          relationship   arising  in  any  manner   described   in   Subsections
          7.13(b)(2), (3), (4) or (6);

               (5) any change to the property and funds,  if any,  physically in
          the possession of the Trustee as such on the reporting date;

                                       72
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               (6) any change to any  release,  or release and  substitution  of
          property subject to the lien of this Indenture (and the  consideration
          therefor, if any) which it has not previously reported;

               (7) any  additional  issue of Notes  which  the  Trustee  has not
          previously reported; and

               (8) any action  taken by the  Trustee in the  performance  of its
          duties hereunder which it has not previously reported and which in its
          opinion  materially  affects the Notes,  except action in respect of a
          default,  notice of which has been or is to be withheld by the Trustee
          in accordance with Section 7.02.

          (b) The Trustee shall  transmit by mail to all  Noteholders,  as their
     names  and  addresses  appear in the Note  Register,  a brief  report  with
     respect  to (i) the  release,  or release  and  substitution,  of  property
     subject to the lien of this Indenture (and  consideration  therefor if any)
     unless the fair value of such property,  as set forth in the certificate or
     opinion required by the Supplemental Indenture that provides for the pledge
     of such  property,  is less than 10% of the  principal  amount of the Notes
     outstanding at the time of such release,  or such release and substitution,
     such  report to be  transmitted  within 90 days of such time,  and (ii) the
     character  and  amount of any  advances  (and if the  Trustee  elects so to
     state,  the  circumstances  surrounding  the  making  thereof)  made by the
     Trustee (as such) since the date of the last report transmitted pursuant to
     Subsection  (a) of this  Section  (or if no  such  report  has yet  been so
     transmitted, since the Date of Execution) for the reimbursement of which it
     claims  or may  claim a lien or  charge,  prior  to that of the  Notes,  on
     property or funds held or collected by it as Trustee,  and which it has not
     previously  reported  pursuant to this Subsection,  except that the Trustee
     shall not be  required  (but may  elect) to report  such  advances  if such
     advances  remaining  unpaid  at  any  time  aggregate  10% or  less  of the
     principal  amount of the Notes  Outstanding at such time, such report to be
     transmitted within 90 days after such time.

          (c) A copy of each such report shall, at the time of such transmission
     to Noteholders,  be filed by the Trustee with each securities exchange upon
     which the Notes are listed,  and also with the Commission.  The Issuer will
     notify the Trustee when the Notes are listed on any securities exchange.

          (d) Upon written  request in form  satisfactory  to the  Trustee,  the
     Trustee will inform  Noteholders of a Class of their  priority  status with
     respect to requests for redemption pursuant to Section 12.01.

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Section 8.04. REPORTS BY ISSUER.

     The Issuer shall:

               (1) file with the  Trustee,  within 15 days  after the  Issuer is
          required  to file the same with the  Commission,  copies of the annual
          reports and of the information, documents and other reports (or copies
          of such  portions of any of the foregoing as the  Commission  may from
          time to time by rules and regulations  prescribe) which the Issuer may
          be  required  to file with the  Commission  pursuant  to Section 13 or
          Section  15(d) of the  Securities  Exchange  Act of 1934;  or,  if the
          Issuer is not  required  to file  information,  documents  or  reports
          pursuant  to  either  of said  Sections,  then it will  file  with the
          Trustee and the  Commission,  in accordance with rules and regulations
          prescribed  from  time  to  time  by  the  Commission,   such  of  the
          supplementary  and periodic  information,  documents and reports which
          may be required pursuant to Section 13 of the Securities  Exchange Act
          of 1934 in respect of a security  listed and  registered on a national
          securities  exchange  as may be  prescribed  from time to time in such
          rules and regulations;

               (2) file with the Trustee and the Commission,  in accordance with
          rules and regulations  prescribed from time to time by the Commission,
          such  additional  information,  documents  and reports with respect to
          compliance  by the Issuer with the  conditions  and  covenants of this
          Indenture  as may be  required  from  time to time by such  rules  and
          regulations;

               (3)  transmit  by mail to all  Noteholders  as  their  names  and
          addresses appear in the Note Register, within 30 days after the filing
          thereof with the Trustee, such summaries of any information, documents
          and reports required to be filed by the Issuer pursuant to clauses (1)
          and (2) of this  Section as may be required  by rules and  regulations
          prescribed from time to time by the Commission; and

               (4) furnish to the Trustee, not later than 120 days following the
          end of Issuer's  fiscal year, a brief  certificate  from the principal
          executive  officer or  principal  accounting  officer as to his or her
          knowledge of Issuer's  compliance  with all  conditions  and covenants
          under the Indenture.  For purposes of this paragraph,  such compliance
          shall  be  determined  without  regard  to  any  period  of  grace  or
          requirement of notice provided under the Indenture.

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                                  ARTICLE NINE

                            [INTENTIONALLY OMITTED.]


                                   ARTICLE TEN

                             Supplemental Indentures

Section 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

     Without  the  consent  of  the  Holders  of any  Notes,  the  Issuer,  when
authorized by a Board Resolution,  and the Trustee, at any time and from time to
time, may enter into one or more indentures  supplemental hereto, for any of the
following purposes:

               (1) to set forth the terms of, and special  provisions  regarding
          security for, any Class; or

               (2) to amend  any  provision  of this  Indenture,  but only  with
          respect  to a Class  that has not  theretofore  been  authorized  by a
          Supplement; or

               (3) to evidence the  succession of another  Person to the Issuer,
          and the  assumption  by any such  successor  of the  covenants  of the
          Issuer herein and in the Notes contained; or

               (4) to add to the covenants of the Issuer, for the benefit of the
          Holders  of the  Notes,  or to  surrender  any  right or power  herein
          conferred upon the Issuer; or

               (5) to convey, transfer,  assign, mortgage or pledge any property
          to or with the Trustee; or

               (6) to cure any ambiguity, to correct or supplement any provision
          herein or in any  supplemental  indenture  which may be  defective  or
          inconsistent  with any other provision  herein or in any  supplemental
          indenture,  or to make any other provisions with respect to matters or
          questions   arising  under  this  Indenture  or  in  any  supplemental
          indenture,  provided that such action shall not  adversely  affect the
          interests of the Holders of the Notes.

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<PAGE>
Section 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

     With the consent of the  Holders of not less than a majority  in  principal
amount of the Outstanding Notes, in case Outstanding Notes of all Classes are to
be  affected,  or with the consent of the Holders of not less than a majority in
principal  amount of the Outstanding  Notes of each Class to be affected in case
one or more,  but less than all, of the Classes of  Outstanding  Notes are to be
affected,  by Act of said Holders  delivered to the Issuer and the Trustee,  the
Issuer, when authorized by a Board Resolution, and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture  relating to such  Classes or of modifying in any manner the
rights  of the  Holders  of the  Notes of such  Classes  under  this  Indenture;
provided,  however,  that no such  Supplemental  Indenture  shall,  without  the
consent of the Holder of each Outstanding Note affected thereby:

               (1)  change  the  Stated  Maturity  of the  principal  of, or any
          installment  of interest on, any Note, or reduce the principal  amount
          thereof or the rate of interest thereon or change any place of payment
          where,  or the coin or  currency  in which,  any Note or the  interest
          thereon  is  payable,  or impair the right to  institute  suit for the
          enforcement  of any such  payment  on or  after  the  Stated  Maturity
          thereof  (or,  in the case of  redemption  of  Notes,  on or after the
          applicable Redemption Date); or

               (2) reduce the percentage in principal  amount of the Outstanding
          Notes of any Class,  the  consent of the  Holders of which is required
          for any such supplemental  indenture, or the consent of the Holders of
          which  is  required  for  any  waiver  (of  compliance   with  certain
          provisions of this Indenture or certain  defaults  hereunder and their
          consequences) provided for in this Indenture; or

               (3) modify any of the  provisions  of Section  12.01  relating to
          redemptions at the option of the Holders,  if such modification  would
          impair  such  right  or  the  priorities  or  preferences   associated
          therewith; or

               (4) impair or adversely  affect the Trust Estate  applicable to a
          Class except as otherwise permitted herein; or

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<PAGE>
               (5) change the percentage  required to direct the Trustee to sell
          or liquidate the Trust Estate pursuant to Section 6.04; or

               (6) modify any of the provisions of this Section or Section 6.15,
          except to increase  any such  percentage  or to provide  that  certain
          other  provisions  of this  Indenture  cannot  be  modified  or waived
          without the consent of the Holder of each  Outstanding  Note  affected
          thereby.

     It shall not be necessary for any Act of Noteholders  under this Section to
approve the particular form of any proposed Supplemental Indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Promptly  after  the  execution  by  the  Issuer  and  the  Trustee  of any
Supplemental  Indenture  pursuant to this Section,  the Issuer shall mail to the
Holders  of the Notes to which such  Supplemental  Indenture  relates,  a notice
setting forth in general terms the substance of such Supplemental Indenture. Any
failure of the Issuer to mail such  notice,  or any defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
Indenture.

Section 10.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

Section 10.04.  EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any Supplemental  Indenture under this Article,  this
Indenture  shall be and be deemed to be modified in  accordance  therewith,  and
such  Supplemental  Indenture  shall  form a part  of  this  Indenture  for  all

                                       77
<PAGE>
purposes; and every Holder of Notes theretofore or thereafter  authenticated and
delivered hereunder shall be bound thereby.

Section 10.05. CONFORMITY WITH TRUST INDENTURE ACT.

     Every  Supplemental  Indenture  executed  pursuant  to this  Article  shall
conform to the requirements of TIA as then in effect.

Section 10.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

     Notes  authenticated  and delivered after the execution of any Supplemental
Indenture  pursuant to this Article  may, and if required by the Trustee  shall,
bear a notation in form approved by the Trustee as to any matter provided for in
such  Supplemental  Indenture.  If the Issuer shall so  determine,  new Notes so
modified  as to conform,  in the  opinion of the Trustee and the Issuer,  to any
such  Supplemental  Indenture  may be  prepared  and  executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                                       78
<PAGE>
                                 ARTICLE ELEVEN

                                    Covenants

Section 11.01. PAYMENT OF PRINCIPAL AND INTEREST.

     The Issuer will duly and  punctually  pay the  principal of and interest on
the Notes in accordance with the terms of the Notes and this Indenture.

Section 11.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Issuer will  maintain an office or agency  within the United  States of
America where Notes may be presented or surrendered for payment, where Notes may
be surrendered  for  registration  of transfer or exchange and where notices and
demands to or upon the Issuer in respect of the Notes and this  Indenture may be
served.  The Issuer hereby initially appoints the Trustee such office or agency.
The Issuer will give prompt written  notice to the Trustee of the location,  and
of any change in the location,  of any such office or agency. If at any time the
Issuer shall fail to maintain any such 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,  and the Issuer
hereby  appoints the Trustee at its Corporate  Trust Office its agent to receive
all such presentations, surrenders, notices and demands.

Section 11.03. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

     If the Issuer shall at any time act as its own Paying Agent, it will, on or
before  each due  date of the  principal  of or  interest  on any of the  Notes,
segregate  and hold in trust for the benefit of the Persons  entitled  thereto a
sum  sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise  disposed of as herein provided,  and
will promptly notify the Trustee of its action or failure so to act.

     Whenever the Issuer shall have one or more Paying  Agents,  it will,  on or
before the  Business  Day next  preceding  each due date of the  principal of or
interest on any of the Notes,  deposit with a Paying Agent a sum  sufficient  to
pay the principal or interest so becoming due, such sums to be held in trust for
the benefit of the Persons  entitled to such principal or interest,  and (unless
such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of
its action or failure so to act.

                                       79
<PAGE>
     The Issuer will cause each  Paying  Agent other than the Trustee to execute
and deliver to the Trustee an  instrument in which such Paying Agent shall agree
with the Trustee,  subject to the  provisions of this Section,  that such Paying
Agent will:


               (1) hold all sums held by it for the payment of  principal  of or
          interest  on Notes in trust for the  benefit of the  Persons  entitled
          thereto  until  such sums shall be paid to such  Persons or  otherwise
          disposed of as herein provided;

               (2) give the Trustee  notice of any default by the Issuer (or any
          other  obligor  upon  the  Notes)  in the  making  of any  payment  of
          principal or interest; and

               (3) at any time during the continuance of any such default,  upon
          the written  request of the Trustee,  forthwith pay to the Trustee all
          sums so held in trust by such Paying Agent.

     The Issuer may at any time,  for the purpose of obtaining the  satisfaction
and  discharge  of this  Indenture or for any other  purpose,  pay, or by Issuer
Order  direct any Paying  Agent to pay, to the Trustee all sums held in trust by
the Issuer or such Paying  Agent,  such sums to be held by the Trustee  upon the
same trusts as those upon which such sums were held by the Issuer or such Paying
Agent;  and,  upon such payment be any Paying Agent to the Trustee,  such Paying
Agent shall be released from all further liability with respect to such money.

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Issuer, in trust for the payment of the principal of or interest on any Note
and  remaining  unclaimed  for three years after such  principal or interest has
become  due and  payable  shall be paid to the  Issuer,  or (if then held by the
Issuer) shall be discharged  from such trust;  and the Holder of such Note shall
thereafter,  as an  unsecured  general  creditor,  look only to the  Issuer  for
payment  thereof,  and all  liability  of the Trustee or such Paying  Agent with
respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before  being  required  to make any such  repayment,  may at the expense of the
Issuer  cause to be  published  once,  in a newspaper  published  in the English
language,  customarily published on each Business Day and of general circulation
in the city in which the  Corporate  Trust  Office is located,  notice that such

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<PAGE>
money remains  unclaimed and that, after a date specified  therein,  which shall
not be less  than 30 days  from  the  date of such  publication,  any  unclaimed
balance of such money then remaining  will be repaid to the Issuer.  The Trustee
may also adopt and employ,  at the expense of the Issuer,  any other  reasonable
means of notification of such repayment (including,  but not limited to, mailing
notice of such  repayment  to Holders  whose Notes have been called but have not
been  surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of any Paying Agent, at
the last address of record for each such Holder).

Section 11.04. CORPORATE EXISTENCE.

     The Issuer will keep in full effect its existence, rights and franchises as
a corporation  under the laws of Arizona (unless it becomes  incorporated  under
the laws of and other State or the United  States of  America),  and will obtain
and preserve its  qualification to do business as a foreign  corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture or the Notes.

Section 11.05. PROTECTION OF TRUST ESTATE.

     The Issuer will from time to time execute and deliver all such  supplements
and  amendments   hereto  and  all  such  financing   statements,   continuation
statements,  instruments of further  assurance and other  instruments,  and will
take such other action as the Trustee deems necessary or advisable to:

               (1) grant more effectively all or any portion of the Trust Estate
          (if any);

               (2) maintain or preserve the lien of this  Indenture  (if any) in
          any Trust Estate or carry out more effectively the purposes hereof;

               (3)  perfect,  publish  notice of, or protect the validity of any
          grant made or to be made by this Indenture; or

               (4)  preserve  and defend  title to the Trust Estate (if any) and
          the rights of the  Trustee  and the  Noteholders  therein  against the
          claims of all persons and parties.

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<PAGE>
     The Issuer hereby designates the Trustee its agent and  attorney-in-fact to
execute any  financing  statement,  continuation  statement or other  instrument
required by the Trustee pursuant to this Section 11.05.

Section 11.06. [INTENTIONALLY OMITTED.]

Section 11.07. OPINIONS AS TO TRUST ESTATE.

          (a) If and so long as any Class of Notes  hereunder  is  secured  by a
     pledge of assets of the Issuer,  promptly (and in any event within 90 days)
     after the Issue Date for each such Class,  the Issuer shall  furnish to the
     Trustee an Opinion of Counsel  either  stating that, in the opinion of such
     counsel,  such  action  has been taken with  respect to the  recording  and
     filing of this Indenture,  any indentures supplemental hereto and any other
     requisite documents as is necessary to make effective the lien and security
     interest of this  Indenture  and reciting  the details of such  action,  or
     stating that,  in the opinion of such counsel,  no such action is necessary
     to make such lien and security interest  effective.  HOWEVER, NO OPINION OF
     COUNSEL SHALL BE REQUIRED UNDER THIS SECTION 11.07(a) IF AND SO LONG AS ALL
     OF THE NOTES ARE UNSECURED.

          (b) If and so long as any Class of Notes  hereunder  is  secured  by a
     pledge of assets of the Issuer, on or before April 30 in each calendar year
     commencing with 2001, the Issuer shall furnish to the Trustee an Opinion of
     Counsel  either  stating that, in the opinion of such counsel,  such action
     has been taken with  respect to the  recording,  filing,  re-recording  and
     refiling of this  Indenture,  any  indentures  supplemental  hereto and any
     other requisite documents as is necessary to maintain the lien and security
     interest  created by this Indenture  (except with respect to any portion of
     the Trust  Estate  securing  a Class  with an Issue  Date less than 90 days
     prior to the date of such  Opinion of Counsel)  and reciting the details of
     such action or stating  that in the opinion of such  counsel no such action
     is necessary to maintain such lien and security  interest.  Such Opinion of
     Counsel shall also describe the recording, filing, rerecording and refiling
     of this  Indenture,  any  indentures  supplemental  hereto  and  any  other
     requisite  documents that will, in the opinion of such counsel, be required
     to maintain the lien and security interest of this Indenture until April 30
     in the following  calendar  year.  HOWEVER,  NO OPINION OF COUNSEL SHALL BE
     REQUIRED UNDER THIS SECTION 11.07(b) IF AND SO LONG AS ALL OF THE NOTES ARE
     UNSECURED.

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<PAGE>
Section 11.08. NEGATIVE COVENANTS.

     The Issuer will not:

               (1) sell,  transfer,  exchange or otherwise dispose of any of the
          Trust  Estate  except in the  ordinary  course of its  business  or as
          expressly permitted by this Indenture; or

               (2)  claim  any  credit  on,  or make  any  deduction  from,  the
          principal,  or  interest  payable in respect of the Notes by reason of
          the  payment  of any taxes  levied or  assessed  upon any of the Trust
          Estate.

Section 11.09. STATEMENT AS TO COMPLIANCE.

     The Issuer will  deliver to the  Trustee,  within 120 days after the end of
each  calendar  year  (commencing  with the calendar year ending on December 31,
2000), a written statement signed by the Chief Executive Officer,  the President
or a Vice  President  and by the  Treasurer  or an  Assistant  Treasurer  of the
Issuer, stating, as to each signer thereof, that:

               (1) a review of the activities of the Issuer during such year and
          of   performance   under  this  Indenture  has  been  made  under  his
          supervision; and

               (2) to the  best of his  knowledge,  based  on such  review,  the
          Issuer  has  fulfilled  all  its  obligations   under  this  Indenture
          throughout  such  year,  or,  if  there  has  been  a  default  in the
          fulfillment of any such obligation, specifying each such default known
          to him and the nature and status thereof.

                                       83
<PAGE>
                                 ARTICLE TWELVE

                               Redemption of Notes

Section 12.01. RIGHT OF REDEMPTION BY HOLDER.

          (a)  Unless the Notes of a Class have been  declared  due and  payable
     prior to their  stated  maturity  by  reason  of an Event of  Default,  the
     Issuer,  acting  through the Paying  Agent shall redeem Notes of a Class at
     the request of the Holders in accordance  with, and only as provided by the
     terms of, the Supplemental Indenture creating such Class.

          (b) In  order to  obtain  redemption,  at  least 90 days  prior to the
     requested  redemption date the Holder must deliver: (i) to the Trustee, the
     Notes to be  redeemed,  and  (ii) to both the  Trustee  and the  Issuer,  a
     written request for redemption in form  satisfactory to the Issuer,  signed
     by the Holder or duly authorized  representative (with appropriate evidence
     of authority).  No particular  forms of request for redemption or authority
     to request  redemption  are  necessary.  Once such  delivery  is made,  the
     Trustee  shall hold the Notes  submitted for  redemption  until paid unless
     sooner withdrawn by the Holder. Only Notes in authorized  denominations may
     be redeemed.

Section 12.02. WITHDRAWAL OF REQUESTS.

     Any  Notes  presented  for  redemption  pursuant  to  Section  12.01 may be
withdrawn by the persons  presenting same upon delivery of a written request for
such  withdrawal  received by the Trustee and the Issuer not later than the last
day of the month preceding that in which such Notes would otherwise be redeemed.

Section 12.03. REDEMPTION REGISTER.

     The Trustee  shall  maintain at its  Corporate  Trust  Office a register in
which it shall  record,  in the order of receipt,  all requests  for  redemption
received by the Trustee under  Section  12.01.  The Trustee may  establish  such
procedures  as it may deem fair and equitable in order to determine the order of
receipt of Notes  received  (or deemed  received)  by it on a single day and any
such determination shall be conclusive.  Unless withdrawn as provided in Section
12.02,  all such  requests  shall remain in effect until the Notes which are the
subject of such request have been redeemed.

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Section 12.04. NOTES REDEEMED AS A WHOLE OR IN PART.

     Notes to be redeemed  pursuant to Sections 12.01 or 12.05 shall be redeemed
as a  whole  (except  that  if a  Note  called  for  redemption  is  of  such  a
denomination  that its  redemption in whole would cause the principal  amount of
Notes  being  redeemed  to  exceed  the  principal  amount of Notes  called  for
redemption,  such  Note may be  redeemed  in  part).  In the  event  any Note is
redeemed in part only,  such Note shall be surrendered  (with,  if the Issuer or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form  satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Issuer shall execute
and the  Trustee  shall  authenticate  and  deliver  to the  Holder of such Note
without service charge, a new Note or Notes of the same Class, of any authorized
denomination as requested by such Holder in aggregate  principal amount equal to
and in  exchange  for the  unredeemed  portion of the  principal  of the Note so
surrendered.  For all purposes of this Indenture,  unless the context  otherwise
requires,  all provisions  relating to the redemption of Notes shall relate,  in
the case of any Note  redeemed or to be redeemed only in part, to the portion of
the principal of such Note which has been or is to be redeemed.

Section 12.05. REDEMPTION BY THE ISSUER.

          (a) As to any Class, the Issuer may call for redemption Notes in whole
     or in part at any time.  Notes to be redeemed by the Issuer hereunder shall
     be redeemed as a whole  (except that if a Note called for  redemption is of
     such  denomination  that its  redemption in whole would cause the principal
     amount of Notes  being  redeemed  to exceed the  principal  amount of Notes
     being  called for  redemption,  such Note may be redeemed in part).  If the
     principal  amount of the Notes to be redeemed  shall be less than the total
     outstanding Notes of any Class then Outstanding the Trustee shall choose by
     lot the Notes to be  redeemed in the manner  provided  in the  Supplemental
     Indenture for that Class.

          (b) Interest on any Note redeemed  pursuant to this Article Twelve may
     be paid at the option of the Issuer, by check mailed to the person entitled
     thereto at his address as it appears on the Note Register.

Section 12.06. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     In case of any redemption at the election of the Issuer pursuant to Section
12.05,  the Issuer shall, at least 15 days prior to the date of redemption fixed

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by the Issuer (unless a shorter notice shall be  satisfactory  to the Trustee in
its sole discretion),  notify the Trustee of such date of redemption,  the Class
and the principal amount of Notes to be redeemed.

Section 12.07. NOTICE OF REDEMPTION BY THE ISSUER.

     Notice  of  redemption   pursuant  to  Section  12.05  shall  be  given  by
first-class  mail,  postage  prepaid,  mailed  not less than 5 days prior to the
applicable  Redemption Date, to each Holder of Notes to be redeemed  pursuant to
Section 12.05, at his address appearing in the Note Register.

     All notices of redemption shall state:

               (1) the Class  (and if less  than all of the Notes of such  Class
          are to be redeemed, the serial numbers of the Notes to be redeemed) of
          Notes to be redeemed;

               (2) the Redemption Date;

               (3) that on the Redemption  Date, 100% of the principal amount of
          the Notes being  redeemed  will become due and payable  upon each such
          Note,  and that  interest  thereon will cease to accrue as of the date
          immediately preceding the Redemption Date; and

               (4) the place where such Notes are to be surrendered for payment,
          which shall be the office or agency of the Issuer to be  maintained as
          provided in Section 11.02.

     Notice of  redemption  of Notes to be redeemed  pursuant  to Section  12.05
shall be given by the Issuer or, at the Issuer's request,  by the Trustee in the
name and at the expense of the Issuer. Failure to give notice of redemption,  or
any defect therein,  to any Holder of any Note selected for redemption shall not
impair or affect the validity of the redemption of any other Note.

Section 12.08. DEPOSIT OF REDEMPTION PRICE.

     On or before the Business Day next preceding any Redemption Date or date on
which  redemptions  will be made pursuant to Section  12.05  hereof,  the Issuer
shall  deposit  with the  Trustee or with a Paying  Agent (or,  if the Issuer is
acting as its own  Paying  Agent,  segregate  and hold in trust as  provided  in

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Section  11.03) an amount of money  sufficient  to pay 100% of the principal of,
and accrued  interest on, all of the Notes which are to be redeemed on such date
(unless such payment is to be made from amounts already in the possession of the
Trustee in a Principal Payment Account and/or Interest Payment Account).

Section 12.09. NOTES PAYABLE ON REDEMPTION DATE.

     Notice of redemption  having been given as provided in Section  12.07,  the
Notes so to be redeemed shall, on the applicable Redemption Date, become due and
payable  at the  Redemption  Price  (plus  interest  accrued  thereon to but not
including the Redemption  Date) and on such  Redemption  Date (unless the Issuer
shall default in the payment of the Redemption  Price and/or  accrued  interest)
such  Notes  shall  cease to bear  interest.  Upon  surrender  of such Notes for
redemption  in  accordance  with said  notice,  such Notes  shall be paid by the
Issuer  at the  Redemption  Price  (plus  interest  accrued  thereon  to but not
including the Redemption Date); provided, however, that installments of interest
shall be payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

     If any Note  called  for  redemption  shall not be so paid  upon  surrender
thereof for  redemption,  the  principal  shall,  until  paid,  continue to bear
interest at the rate borne by such Note.

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                                ARTICLE THIRTEEN

                       Accounts, Accountings and Releases

Section 13.01.  COLLECTION OF MONEY.

     Except as  otherwise  expressly  provided  herein,  the  Trustee may demand
payment or delivery  of, and shall  receive and  collect,  directly  and without
intervention or assistance of any fiscal agent or other intermediary,  all money
and other  property  payable to or  receivable  by the Trustee  pursuant to this
Indenture.  Any such action  shall be without  prejudice to any right to claim a
Default or Event of Default under this  Indenture  and to proceed  thereafter as
provided in Article Six.

Section 13.02. PAYMENT OF PRINCIPAL AND INTEREST ON THE NOTES.

     Not later  than the 26th day of every  month,  the Issuer  shall,  by first
class mail,  postage prepaid,  transmit to the Holders of all Outstanding  Notes
for which a payment of interest is due on the first day of the following  month,
a check in the amount of the interest accrued on such Notes through the last day
of the month in which the mailing occurs.  In addition,  not later than the 26th
day of the month  immediately  preceding  the maturity  Date of any  Outstanding
Notes, the Issuer shall, by first class mail,  postage prepaid,  against receipt
of the  certificates  representing  the Notes,  transmit the  principal  and all
accrued but unpaid  interest  to the  Holders of such Notes.  Not later than the
first  business  day after  mailing  the  payments  described  in the  preceding
sentences,  the Issuer  shall  deliver to the Trustee a report  concerning  such
payments.

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                                ARTICLE FOURTEEN

                              Noteholders' Meetings

Section 14.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Noteholders or the Holders of Notes of any Class may be called
at any time and from time to time  pursuant to the  provisions  of this  Article
Fourteen for any of the following purposes:

               (1) to give any  notice to the  Issuer or to the  Trustee,  or to
          give any  directions  to the Trustee,  or to consent to the waiving of
          any  default  hereunder  and its  consequences,  or to take any  other
          action  authorized to be taken by  Noteholders  pursuant to any of the
          provisions of Article Six;

               (2) to  remove  the  Trustee  and  appoint  a  successor  trustee
          pursuant to the provisions of Article Seven;

               (3) to consent to the  execution of an  indenture  or  indentures
          supplemental hereto pursuant to the provisions of Article Ten; or

               (4) to take  any  other  action  authorized  to be taken by or on
          behalf of the holders of any specified  aggregate  principal amount of
          the Notes or of any Class under any other  provision of this Indenture
          or under applicable law.

Section 14.02. MANNER OF CALLING MEETINGS.

     The  Trustee  may at any time call a  meeting  of  Noteholders  to take any
action  specified in Section 14.01, to be held at such time and at such place in
the United  States of America as the Trustee  shall  determine.  Notice of every
meeting of the  Noteholders  or of the Holders of any Class,  setting  forth the
time and the place of such meeting and in general  terms the action  proposed to
be taken at such meeting  shall be mailed not less than 20 nor more than 60 days
prior to the date  fixed for the  meeting to such  Noteholders  as  provided  in
Section  1.06.  The Trustee  may fix, in advance,  a date as the record date for
determining the Noteholders entitled to notice of or to vote at any such meeting
not less than 35 nor more than 75 days prior to the date fixed for such meeting.

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Section 14.03. CALL OF MEETING BY ISSUER OR NOTEHOLDERS.

     In case at any time the  Issuer,  pursuant  to a Board  Resolution,  or the
Holders of at least ten percent in aggregate  principal amount of the Notes then
outstanding,  shall have  requested the Trustee to call a meeting of Noteholders
to take any action  authorized in Section 14.01 by written request setting forth
in  reasonable  detail the action  proposed to be taken at the meeting,  and the
Trustee  shall not have  mailed  notice  of such  meeting  within 20 days  after
receipt of such  request,  then the Issuer or the Holders of Notes in the amount
above  specified  may  determine  the time and the place for such  meeting,  the
record date for determining the Noteholders  entitled to notice of or to vote at
such meeting, and may call such meeting to take any action authorized in Section
14.01, by mailing notice thereof as provided in Section 14.02.

Section 14.04. WHO MAY ATTEND AND VOTE AT MEETINGS.

     To be entitled to vote at any meeting of  Noteholders a Person shall (a) be
a Holder of one or more  Notes of the Class with  respect to which such  meeting
was called or (b) be a Person  appointed by an instrument in writing as proxy by
a Holder of one or more such Notes. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders  shall be the persons entitled
to vote at such meeting and their counsel,  any  representatives  of the Trustee
and its counsel and any representatives of the Issuer and its counsel.

Section 14.05. REGULATIONS MAY BE MADE BY TRUSTEE.

     Notwithstanding  any other  provisions of this  Indenture,  the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Noteholders,  in regard to proof of the holding of Notes and of the  appointment
of proxies,  and in regard to the appointment and duties of inspectors of votes,
the submission and  examination of proxies,  certificates  and other evidence of
the right to vote, and such other matters  concerning the conduct of the meeting
as it shall think fit.  Except as  otherwise  permitted  or required by any such
regulations,  the  holding of Notes shall be proved in the manner  specified  in
Section  1.04 and the  appointment  of any proxy  shall be proved in the  manner
specified in said Section 1.04;  provided,  however,  that such  regulations may
provide that written instruments appointing proxies regular on their face may be
presumed valid and genuine without the proof hereinabove or in said Section 1.04
specified.

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     The  Trustee  shall,  by an  instrument  in  writing,  appoint a  temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Noteholders as provided in Section 14.03,  in which case the Issuer or the
Noteholders  calling  the  meeting,  as the  case may be,  shall in like  manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting  shall be elected by vote of the Holders of a majority in  principal
amount of the Notes represented by the meeting and entitled to vote.

     At any meeting  each Holder or proxy shall be entitled to one vote for each
$1,000 of  Outstanding  principal  amount of Notes held or  represented  by him;
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Note  challenged as not  Outstanding and ruled by the chairman of
the meeting to be not  Outstanding.  The  chairman of the meeting  shall have no
right to vote  other  than by  virtue  of Notes  held by him or  instruments  in
writing as  aforesaid  duly  designating  him as the person to vote on behalf of
other  Noteholders.  Any  meeting of  Noteholders  duly  called  pursuant to the
provisions of Section 14.02 or 14.03 may be adjourned from time to time, and the
meeting may be held as so adjourned without further notice.

     At  any  meeting  of  Noteholders,  the  presence  of  persons  holding  or
representing Notes in an aggregate principal amount sufficient to take action on
the  business  for the  transaction  of which  such  meeting  was  called  shall
constitute a quorum, but, if less than a quorum is present,  the persons holding
or  representing  a  majority  in  aggregate   principal  amount  of  the  Notes
represented  at the meeting may adjourn such  meeting with the same effect,  for
all intents and purposes,  as though a quorum had been present,  and the meeting
may be held as so adjourned without further notice.

Section 14.06. MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT.

     The vote upon any matter  submitted to any meeting of Noteholders  shall be
by written ballots on which shall be subscribed the signatures of the Holders of
Notes or of their  representatives  by proxy and the serial number or numbers of
the Notes held or  represented  by them.  The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of  Noteholders  shall be prepared by the  secretary  of the meeting and

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there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 14.02. The record
shall show the serial  numbers of the Notes  voting in favor of and  against any
resolution.  The record  shall be signed and verified by the  affidavits  of the
permanent  chairman and secretary of the meeting and one of the duplicates shall
be  delivered  to the Issuer and the other to the Trustee to be preserved by the
Trustee.

     Any record so signed  and  verified  shall be  conclusive  evidence  of the
matters therein stated.

Section 14.07. EXERCISE OF RIGHTS OF TRUSTEE AND NOTEHOLDERS NOT TO BE HINDERED
               OR DELAYED.

     Nothing in this Article Fourteen  contained shall be deemed or construed to
authorize or permit,  by reason of any call of a meeting of  Noteholders  or any
rights  expressly  or  impliedly  conferred  hereunder  to make such  call,  any
hindrance  or delay in the  exercise  of any right or rights  conferred  upon or
reserved to the Trustee or to the  Noteholders  under any of the  provisions  of
this Indenture or of the Notes.

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     In Witness  Whereof,  the parties hereto have executed this Indenture as of
the date first written above.

                                        MOUNTAIN STATES CAPITAL, INC.


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________


                                        U.S. BANK TRUST NATIONAL ASSOCIATION

                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________



                                        ACKNOWLEDGMENT OF ______________________


State of            )
                    )ss.
County of           )


     On this ____ day of  _______________,  2000,  before me, a Notary Public in
and for said  County,  appeared  ____________________  ____________________  and
____________________ of_____________, Trustee, to me personally known, who being
by  me  duly  sworn,  did  say  that  they  are  the   ____________________  and
____________________ respectively, of ____________, __________, ___________, and
that said instrument was signed and sealed on behalf of the said  Association by
authority of its Board of Directors, and that the said  ____________________ and
____________________ acknowledged said instrument to be the free act and deed of
said Association.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                        ----------------------------------------
                                        Notary Public, __________________ County



                                        My Commission __________________________

[NOTARIAL SEAL]

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