<PAGE>

   EXHIBIT 4.5
                                                     Exhibit 4.5

                   BIO-RAD LABORATORIES, INC.
                           (as Issuer)

             11-5/8% Senior Subordinated Notes due 2007
                          _____________
                            INDENTURE
                  Dated as of February 17, 2000
                          _____________
                  Norwest Bank Minnesota, N.A.
                          (as Trustee)


<PAGE>


                       TABLE OF CONTENTS
                                                                     Page

ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE                    1
     Section 1.1                                      Definitions      1
     Section 1.2                                Other Definitions     21
     Section 1.3Incorporation by Reference of Trust Indenture Act     22
     Section 1.4                            Rules of Construction     23

ARTICLE IITHE NOTES                                                   23
     Section 2.1                                  Form and Dating     23
     Section 2.2                     Execution and Authentication     24
     Section 2.3           Registrar, Paying Agent and Depositary     24
     Section 2.4              Paying Agent to Hold Money in Trust     25
     Section 2.5                                     Holder Lists     25
     Section 2.6                            Transfer and Exchange     25
     Section 2.7                                Replacement Notes     37
     Section 2.8                                Outstanding Notes     37
     Section 2.9                                   Treasury Notes     38
     Section 2.10                                 Temporary Notes     38
     Section 2.11                                    Cancellation     38
     Section 2.12                              Defaulted Interest     38
     Section 2.13                                   CUSIP Numbers     39

ARTICLE IIIREDEMPTION                                          39
     Section 3.1                               Notices to Trustee     39
     Section 3.2                Selection of Notes to be Redeemed     39
     Section 3.3                             Notice of Redemption     40
     Section 3.4                   Effect of Notice of Redemption     40
     Section 3.5                      Deposit of Redemption Price     40
     Section 3.6                           Notes Redeemed in Part     41
     Section 3.7                              Optional Redemption     41

ARTICLE IVCOVENANTS                                            42
     Section 4.1                                 Payment of Notes     42
     Section 4.2                  Maintenance of Office or Agency     42
     Section 4.3               SEC Reports and Reports to Holders     43
     Section 4.4                           Compliance Certificate     43
     Section 4.5                                            Taxes     44
     Section 4.6                   Stay, Extension and Usury Laws     44
     Section 4.7Limitation on Incurrence of Additional Indebtedness and
               Disqualified Capital Stock                             44
     Section 4.8                              Limitation on Liens     47
     Section 4.9               Limitations on Restricted Payments     47
     Section 4.10Limitation on Dividends and Other Payment Restrictions
               Affecting Subsidiaries                                 49
     Section 4.11      Limitation on Transactions with Affiliates     50
     Section 4.12Limitation on Sale of Assets and Subsidiary Stock    50
     Section 4.13Repurchase of Notes at the Option of the Holder upon
                  a Change of Control                                 53
     Section 4.14             Limitation on Layering Indebtedness     55
     Section 4.15                Consolidation of Genetic Systems     55
     Section 4.16      Limitation on Status as Investment Company     55
     Section 4.17                             Corporate Existence     55

                                      i

<PAGE>

ARTICLE VSUCCESSORS                                                   56
     Section 5.1         Merger, Consolidation or Sale of Assets.     56
     Section 5.2                Successor Corporation Substituted     56

ARTICLE VIDEFAULTS AND REMEDIES                                       57
     Section 6.1                               Events of Default.     57
     Section 6.2                                     Acceleration     58
     Section 6.3                                   Other Remedies     59
     Section 6.4                          Waiver of Past Defaults     59
     Section 6.5                              Control by Majority     60
     Section 6.6                              Limitation on Suits     60
     Section 6.7    Rights of Holders of Notes to Receive Payment     60
     Section 6.8                       Collection Suit by Trustee     60
     Section 6.9                 Trustee May File Proofs of Claim     61
     Section 6.10                                      Priorities     61
     Section 6.11                          Undertaking for Costs.     62

ARTICLE VIITRUSTEE                                                    62
     Section 7.1                               Duties of Trustee.     62
     Section 7.2                               Rights of Trustee.     63
     Section 7.3                    Individual Rights of Trustee.     64
     Section 7.4                            Trustee's Disclaimer.     64
     Section 7.5                     Notice of Defaults Agreement     64
     Section 7.6       Reports by Trustee to Holders of the Notes     64
     Section 7.7                       Compensation and Indemnity     64
     Section 7.8                           Replacement of Trustee     65
     Section 7.9                Successor Trustee by Merger, etc.     66
     Section 7.10                   Eligibility; Disqualification     66
     Section 7.11Preferential Collection of Claims against Company    67

ARTICLE VIIILEGAL DEFEASANCE AND COVENANT DEFEASANCE                  67
     Section 8.1Option to Effect Legal Defeasance or Covenant
               Defeasance.                                            67
     Section 8.2                  Legal Defeasance and Discharge.     67
     Section 8.3                              Covenant Defeasance     67
     Section 8.4       Conditions to Legal or Covenant Defeasance     68
     Section 8.5Deposited Money and Government Securities to be Held
                in Trust;Other Miscellaneous Provisions.              69
     Section 8.6                             Repayment to Company     69
     Section 8.7                                    Reinstatement     70
     Section 8.8                       Satisfaction and Discharge     70

ARTICLE IXAMENDMENT, SUPPLEMENT AND WAIVER                            71
     Section 9.1             Without Consent of Holders of Notes.     71
     Section 9.2                 With Consent of Holders of Notes     71
     Section 9.3              Compliance with Trust Indenture Act     73
     Section 9.4                Revocation and Effect of Consents     73
     Section 9.5                 Notation on or Exchange of Notes     73
     Section 9.6                 Trustee to Sign Amendments, etc.     73

ARTICLE XGUARANTEES                                                   74
     Section 10.1                                      Guarantees     74

                                  ii

<PAGE>


     Section 10.2            Execution and Delivery of Guarantees     75
     Section 10.3Guarantors May Consolidate, etc., on Certain Terms   75
     Section 10.4                               Future Guarantors     76
     Section 10.5                           Release of Guarantors     76
     Section 10.6Limitation of Guarantor's Liability;
                Certain Bankruptcy Events.                            77
     Section 10.7Application of Certain Terms and Provisions to the
                Guarantors                                            77
     Section 10.8                     Subordination of Guarantees     78

ARTICLE XISUBORDINATION                                               78
     Section 11.1                Notes Subordinate to Senior Debt     78
     Section 11.2    No Payment on Notes in Certain Circumstances     79
     Section 11.3Notes Subordinate to Prior Payment of All Senior
                 Debt on Dissolution, Liquidation or Reorganization   80
     Section 11.4Holders to be Subrogated to Rights of Holders of
                Senior Debt                                           80
     Section 11.5Obligations of the Company and the Guarantors
                Unconditional.                                        80
     Section 11.6Trustee Entitled to Assume Payments Not Prohibited
                in Absence of Notice                                  81
     Section 11.7Application by Trustee of Assets Deposited with It   81
     Section 11.8Subordination Rights Not Impaired by Acts or
                 Omissions of the Company, the Guarantors or
                  Holders of Senior Debt.                             82
     Section 11.9Holders Authorize Trustee To Effectuate
               Subordination of Notes                                 82
     Section 11.10          Rights of Trustee to Hold Senior Debt     83
     Section 11.11    Article XI Not to Prevent Events of Default     83
     Section 11.12No Fiduciary Duty of Trustee to Holders of Senior
                  Debt                                                83
     Section 11.13                              Notice by Company     83

ARTICLE XIIMISCELLANEOUS                                              83
     Section 12.1                    Trust Indenture Act Controls     83
     Section 12.2                                         Notices     83
     Section 12.3Communication by Holders of Notes with Other
                Holders of Notes.                                     85
     Section 12.4Certificate and Opinion as to Conditions Precedent   85
     Section 12.5   Statements Required in Certificate or Opinion     85
     Section 12.6                    Rules by Trustee and Agents.     85
     Section 12.7No Personal Liability of Directors, Officers,
                  Employees and Stockholders                          85
     Section 12.8 Governing Law.                                      86
     Section 12.9  No Adverse Interpretation of Other Agreements.     86
     Section 12.10                                    Successors.     86
     Section 12.11                                  Severability.     86
     Section 12.12                         Counterpart Originals.     87
     Section 12.13              Table of Contents, Headings, etc.     87

EXHIBIT A
     FORM OF NOTE                                                    A-1

EXHIBIT BFORM OF CERTIFICATE OF TRANSFER                             B-1

EXHIBIT CFORM OF CERTIFICATE OF EXCHANGE                             C-1

EXHIBIT   DFORM   OF   CERTIFICATE  FROM   ACQUIRING
                  INSTITUTIONAL ACCREDITED INVESTOR                  D-1

EXHIBIT  EFORM  OF  SUPPLEMENTAL INDENTURE  TO  BE  DELIVERED  BY
     SUBSIDIARY GUARANTORS                                           E-1



                             iii

<PAGE>




                     CROSS-REFERENCE TABLE*

TIA Section                                     Indenture Section

310(a)(1)                                                            7.10
     (a)(2)                                                          7.10
     (a)(3)                                                          N.A.
     (a)(4)                                                          N.A.
     (a)(5)                                                     7.8; 7.10
     (b)                                                  7.8; 7.10; 12.2
     (c)                                                             N.A.
311(a)                                                              7.11
     (b)                                                            7.11
     (c)                                                             N.A.
312(a)                                                               2.5
     (b)                                                            12.3
     (c)                                                            12.3
313(a)                                                               7.6
     (b)(1)                                                          N.A.
     (b)(2)                                                          7.6
     (c)                                                       7.6; 12.2
     (d)                                                             7.6
314(a)                                                    4.3; 4.4; 12.2
     (b)                                                             N.A.
     (c)(1)                                                         12.4
     (c)(2)                                                         12.4
     (c)(3)                                                          N.A.
     (d)                                                             N.A.
     (e)                                                            12.5
     (f)                                                             N.A.
315(a)                                                             7.1(b)
     (b)                                                       7.5; 12.2
     (c)                                                           7.1(a)
     (d)                                                           7.1(c)
     (e)                                                           6.11
316(a)(last sentence)                                              2.9
     (a)(1)(A)                                                     6.5
     (a)(1)(B)                                                     6.4
     (a)(2)                                                        N.A.
     (b)                                                           6.7
317(a)(1)                                                          6.8
     (a)(2)                                                        6.9
     (b)                                                           2.4
318(a)                                                            12.1
     (c)                                                          12.1

______________________________
N.A. means not applicable
*This Cross-Reference table shall not, for any purpose, be deemed
to be part of this Indenture.

<PAGE>



          INDENTURE, dated as of February 17, 2000, between  Bio-
Rad  Laboratories, Inc., a Delaware corporation (the  "Company"),
and Norwest Bank Minnesota, N.A., as trustee (the "Trustee").

          The  Company and the Trustee agree as follows  for  the
benefit  of  each other and for the equal and ratable benefit  of
the  Holders of the 11-5/8% Series A Senior Subordinated  Notes  due
2007  (the  "Series  A  Notes") and  the  11_%  Series  B  Senior
Subordinated  Notes due 2007 (the "Series B Notes" and,  together
with the Series A Notes, the "Notes"):

                            ARTICLE I
           DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions.

     "144A  Global  Note" means one or more Global Notes  bearing
the Private Placement Legend, that will be issued in an aggregate
amount  of   denominations  equal in  total  to  the  outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Accrued  Bankruptcy Interest" means, with  respect  to  any
Indebtedness, all interest accruing thereon after the filing of a
petition  by  or  against the Company or any of its  Subsidiaries
under  any  Bankruptcy Law, in accordance with and  at  the  rate
(including  any  rate  applicable upon any default  or  event  of
default,  to  the  extent  lawful)  specified  in  the  documents
evidencing  or governing such Indebtedness, whether  or  not  the
claim  for such interest is allowed as a claim after such  filing
in any proceeding under such Bankruptcy Law.

     ''Acquired   Indebtedness''  means  Indebtedness  (including
Disqualified Capital Stock) of any Person existing  at  the  time
such  Person  becomes a Subsidiary of the Company,  including  by
designation,  or  is  merged or consolidated  into  or  with  the
Company or one of its Subsidiaries.

     ''Acquisition'' means the purchase or other  acquisition  of
any  Person or all or substantially all the assets of any  Person
by  any other Person, whether by purchase, merger, consolidation,
or other transfer, and whether or not for consideration.

     ''Affiliate''  means  any  Person  directly  or   indirectly
controlling  or controlled by or under direct or indirect  common
control  with  the Company. For purposes of this definition,  the
term  ''control''  means the power to direct the  management  and
policies   of  a  Person,  directly  or  through  one   or   more
intermediaries,   whether  through  the   ownership   of   voting
securities,  by  contract,  or otherwise;   provided,  that  with
respect   to   ownership  interests  in  the  Company   and   its
Subsidiaries,  a  Beneficial Owner of 10% or more  of  the  total
voting  power  normally  entitled to  vote  in  the  election  of
directors,  managers or trustees, as applicable, shall  for  such
purposes  be  deemed  to constitute control. Notwithstanding  the
foregoing,  Affiliate shall not include Wholly Owned Subsidiaries
that are Guarantors.

     "Agent" means any Registrar, Paying Agent or co-registrar.

     ''Applicable Premium'' means, with respect to  any  Note  on
any Redemption Date, the greater of:

          (a)  1.0% of the principal amount of the Note; or

          (b)  the excess of:

               (i)  the present value at such Redemption Date  of
          (A)  the  redemption price of the Note at February  15,
          2004  (such redemption price being stated in the  table
          appearing in Section 3.7 plus (B) all required interest
          payments  due  on the Note through February  15,

<PAGE>

          2004, computed  using a discount rate equal to  the  Treasury
          Rate  as  of such Redemption Date plus 75 basis points;
          over

               (ii) the principal amount of the Note.

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

     ''Average  Life''  means, as of the date  of  determination,
with respect to any security or instrument, the quotient obtained
by  dividing  (a) the sum of the products (i) of  the  number  of
years from the date of determination to the date or dates of each
successive  scheduled principal (or redemption) payment  of  such
security  or  instrument  and  (ii)  the  amount  of  each   such
respective  principal (or redemption) payment by (b) the  sum  of
all such principal (or redemption) payments.

     "Bankruptcy  Code" means the United States Bankruptcy  Code,
codified at 11 U.S.C. 101-1330, as amended.

     ''Beneficial Owner'' or ''beneficial owner'' for purposes of
the definition of Change of Control and Affiliate has the meaning
attributed to it in Rules 13d-3 and 13d-5 under the Exchange  Act
(as  in  effect  on the Issue Date), whether or  not  applicable,
except  that  a  ''person'' shall be deemed to have  ''beneficial
ownership'' of all shares that any such Person has the  right  to
acquire,  whether such right is exercisable immediately  or  only
after the passage of time.

     ''Board  of  Directors'' means, with respect to any  Person,
the  board  of directors of such Person or any committee  of  the
Board of Directors of such Person authorized, with respect to any
particular  matter,  to  exercise  the  power  of  the  board  of
directors of such Person.

     "Broker-Dealer"  means  any  broker-dealer   that   receives
Exchange  Notes  for  its own account in the  Exchange  Offer  in
exchange for Notes that were acquired by such broker-dealer as  a
result of market-making or other trading activities.

     ''Business  Day''  means  each Monday,  Tuesday,  Wednesday,
Thursday  and  Friday  which  is  not  a  day  on  which  banking
institutions in New York, New York are authorized or obligated by
law or executive order to close.

     ''Capital  Contribution''  means  any  contribution  to  the
equity  of the Company for which no consideration other than  the
issuance of common stock with no redemption rights and no special
preferences, privileges or voting rights is given.

     ''Capitalized  Lease Obligation'' means, as to  any  Person,
the obligations of such Person under a lease that are required to
be  classified  and  accounted for as capital  lease  obligations
under  GAAP and, for purposes of this definition, the  amount  of
such  obligations at any date shall be the capitalized amount  of
such  obligations  at such date, determined  in  accordance  with
GAAP.

     ''Capital  Stock'' means, with respect to  any  corporation,
any  and  all  shares, interests, rights to purchase (other  than
convertible  or  exchangeable Indebtedness  that  is  not  itself
otherwise  capital  stock), warrants, options, participations  or
other  equivalents of or interests (however designated) in  stock
issued by that corporation.

     ''Cash Equivalent'' means:

<PAGE>

          (a)  securities issued or directly and fully guaranteed
     or  insured by the United States of America or any agency or
     instrumentality thereof (provided, that the full  faith  and
     credit of the United States of America is pledged in support
     thereof)  maturing  within  one  year  after  the  date   of
     acquisition;

          (b)   time  deposits and certificates  of  deposit  and
     commercial  paper  issued by the parent corporation  of  any
     domestic  commercial  bank  of  recognized  standing  having
     capital and surplus in excess of $500,000,000 and a Thompson
     Bank  Watch  rating of ''B'' or better maturing  within  one
     year after the date of acquisition;

          (c)   commercial  paper  issued by  others  having  the
     highest rating obtainable from Standard & Poor's Corporation
     or Moody's Investors Services, Inc.;

          (d)   repurchase obligations with a term  of  not  more
     than  ten  days  for  underlying  securities  of  the  types
     described  in  clause (a) above entered into with  any  bank
     meeting the qualifications specified in clause (b) above;

          (e)   marketable obligations issued by any state of the
     United States of America or any political subdivision of any
     such  state or any public instrumentality thereof  maturing,
     or  payable at the demand of the holder thereof, within  one
     year  from the date of acquisition thereof and, at the  time
     of  acquisition,  having one of the  three  highest  ratings
     obtainable  from  either Standard &  Poor's  Corporation  or
     Moody's Investors Services, Inc.; and

          (f)   investments  in money market funds  substantially
     all  of  whose  assets  comprise  securities  of  the  types
     described in clauses (a) through (e) above.

     "Cedel" means Cedel Bank, S.A., or its successors.

     ''Change of Control'' means:

          (a)  any merger or consolidation of the Company with or
     into  any  Person or any sale, transfer or other conveyance,
     whether direct or indirect, of all or substantially  all  of
     the  assets of the Company, on a consolidated basis, in  one
     transaction  or  a  series  of  related  transactions,   if,
     immediately  after  giving effect  to  such  transaction(s),
     either  (i)  any  ''person'' or ''group''  (other  than  the
     Excluded  Persons)  is or becomes the ''beneficial  owner,''
     directly  or  indirectly, of more than  40%  of  the  Voting
     Equity Interests of the transferee(s) or surviving entity or
     entities,  and  the  Excluded Persons  shall  cease  to  own
     beneficially  at least a greater percentage  of  the  Voting
     Equity Interests of the transferee(s) or surviving entity or
     entities  or  (ii) the Excluded Persons shall cease  to  own
     beneficially (A) 30% of the Voting Equity Interests of  such
     transferee(s)  or  surviving entity or  entities  or  (B)  a
     greater  percentage of the Voting Equity Interests  of  such
     transferee(s) or surviving entity or entities than any other
     person or group, which ever is less,

          (b)   any  ''person''  or  ''group''  (other  than  the
     Excluded  Persons)  is or becomes the ''beneficial  owner,''
     directly  or  indirectly, of more than  40%  of  the  Voting
     Equity  Interests  of the Company, and the Excluded  Persons
     shall   cease  to  own  beneficially  at  least  a   greater
     percentage of the Voting Equity Interests of the Company,

          (c)   the Continuing Directors cease for any reason  to
     constitute  a  majority of the Board  of  Directors  of  the
     Company then in office, or
          (d)   the  Company  adopts  a plan  of  liquidation  or
     dissolution.

<PAGE>

          As   used  in this definition, ''person'' or  ''group''
has the meaning given by Sections 13(d) and 14(d) of the Exchange
Act, whether or not applicable.

     ''Consolidated Coverage Ratio'' of any Person on any date of
determination (the ''Transaction Date'') means the  ratio,  on  a
pro forma basis, of

          (a)   the  aggregate amount of Consolidated  EBITDA  of
     such Person (exclusive of amounts attributable to operations
     and  businesses permanently discontinued or disposed of) for
     the Reference Period to

          (b)   the aggregate Consolidated Fixed Charges of  such
     Person (exclusive of amounts attributable to operations  and
     businesses permanently discontinued or disposed of, but only
     to  the  extent  that the obligations giving  rise  to  such
     Consolidated  Fixed Charges would no longer  be  obligations
     contributing  to  such Person's Consolidated  Fixed  Charges
     subsequent  to  the Transaction Date) during  the  Reference
     Period;

provided, that for purposes of such calculation:

               (i)    Acquisitions  which  occurred  during   the
          Reference Period or subsequent to the Reference  Period
          and  on  or  prior  to the Transaction  Date  shall  be
          assumed  to  have  occurred on the  first  day  of  the
          Reference Period,

               (ii)  transactions  giving rise  to  the  need  to
          calculate  the  Consolidated Coverage  Ratio  shall  be
          assumed  to  have  occurred on the  first  day  of  the
          Reference Period,

               (iii)       the  incurrence  of  any  Indebtedness
          (including issuance of any Disqualified Capital  Stock)
          during  the  Reference  Period  or  subsequent  to  the
          Reference  Period  and on or prior to  the  Transaction
          Date (and the application of the proceeds therefrom  to
          the   extent   used  to  refinance  or   retire   other
          Indebtedness) shall be assumed to have occurred on  the
          first day of the Reference Period, and

               (iv) the Consolidated Fixed Charges of such Person
          attributable   to  interest  on  any  Indebtedness   or
          dividends  on any Disqualified Capital Stock bearing  a
          floating  interest (or dividend) rate shall be computed
          on  a  pro forma basis as if the average rate in effect
          from  the  beginning  of the Reference  Period  to  the
          Transaction Date had been the applicable rate  for  the
          entire  period,  unless  such  Person  or  any  of  its
          Subsidiaries is a party to an Interest Swap or  Hedging
          Obligation  (which shall remain in effect for  the  12-
          month  period  immediately  following  the  Transaction
          Date)  that has the effect of fixing the interest  rate
          on  the  date of computation, in which case  such  rate
          (whether higher or lower) shall be used.

     ''Consolidated EBITDA'' means, with respect to  any  Person,
for  any  period, the Consolidated Net Income of such Person  for
such  period adjusted to add thereto (to the extent deducted from
net  revenues  in  determining Consolidated Net Income),  without
duplication, the sum of

          (a)  Consolidated income tax expense,

          (b)    Consolidated   depreciation   and   amortization
     expense,

          (c)  Consolidated Fixed Charges, and
          (d)  all other non-cash charges (excluding any such non-
     cash  charge to the extent that it represents an accrual  of
     or reserve for cash expenditures in any future period),

<PAGE>

less  the amount of all cash payments made by such Person or  any
of  its  Subsidiaries  during such  period  to  the  extent  such
payments  relate  to  non-cash charges that were  added  back  in
determining  Consolidated EBITDA for such  period  or  any  prior
period;    provided,  that  consolidated  income   tax   expense,
depreciation and amortization and Consolidated Fixed Charges of a
Subsidiary (i) that is a less than Wholly Owned Subsidiary  shall
only be added to the extent and in the same proportions that  the
net income of such Subsidiary was included in the calculation  of
Consolidated  Net Income of such Person and (ii)  shall  only  be
added  to  the  extent  and  in the  same  proportions  that  the
Consolidated EBITDA of such Subsidiary is permitted to be paid or
distributed as a dividend, advance, loan or other distribution to
such Person.

     ''Consolidated Fixed Charges'' of any Person means, for  any
period,  the aggregate amount (without duplication and determined
in each case in accordance with GAAP) of

          (a)   interest expensed or capitalized, paid,  accrued,
     or scheduled to be paid or accrued (including, in accordance
     with  the  following  sentence,  interest  attributable   to
     Capitalized  Lease  Obligations)  of  such  Person  and  its
     Consolidated Subsidiaries during such period, including  (i)
     original  issue discount and non-cash interest  payments  or
     accruals  on any Indebtedness, (ii) the interest portion  of
     all deferred payment obligations, and (iii) all commissions,
     discounts  and other fees and charges owed with  respect  to
     banker's  acceptances and letters of credit  financings  and
     currency and Interest Swap and Hedging Obligations, in  each
     case to the extent attributable to such period, and

          (b)   the  amount of dividends accrued or  payable  (or
     guaranteed)  by  such  Person or  any  of  its  Consolidated
     Subsidiaries  in respect of Preferred Stock (other  than  by
     Subsidiaries of such Person to such Person or such  Person's
     Wholly Owned Subsidiaries).

     For   purposes  of  this  definition,  (x)  interest  on   a
Capitalized  Lease Obligation shall be deemed  to  accrue  at  an
interest rate reasonably determined in good faith by such  Person
to  be  the  rate of interest implicit in such Capitalized  Lease
Obligation  in  accordance  with GAAP and  (y)  interest  expense
attributable to any Indebtedness represented by the  guaranty  by
such  Person  or a Subsidiary of such Person of an obligation  of
another  Person  shall  be  deemed to  be  the  interest  expense
attributable to the Indebtedness guaranteed.

     ''Consolidated  Net  Income'' means,  with  respect  to  any
Person  for  any period, the net income (or loss) of such  Person
and  its  Consolidated Subsidiaries (determined on a consolidated
basis  in  accordance  with GAAP) for such  period,  adjusted  to
exclude (only to the extent included in computing such net income
(or loss) and without duplication):

          (a)   all  gains or losses which are extraordinary  (as
     determined in accordance with GAAP) (including any gain from
     the sale or other disposition of assets outside the ordinary
     course  of  business or from the issuance  or  sale  of  any
     capital stock),

          (b)   the net income, if positive, of any Person, other
     than a Consolidated Subsidiary, in which such Person or  any
     of  its Consolidated Subsidiaries has an interest, except to
     the  extent  of the amount of any dividends or distributions
     actually  paid  in  cash to such Person  or  a  Consolidated
     Subsidiary  of such Person during such period,  but  in  any
     case not in excess of such Person's   pro rata share of such
     Person's net income for such period,

          (c)  the net income or loss of any Person acquired in a
     pooling of interests transaction for any period prior to the
     date of such acquisition,
          (d)   the  net  income, if positive,  of  any  of  such
     Person's  Consolidated Subsidiaries to the extent  that  the
     declaration or payment of dividends or similar distributions
     is  not  at the time permitted by operation of the terms  of
     its  charter  or bylaws or any other agreement,  instrument,

<PAGE>

     judgment,  decree,  order,  statute,  rule  or  governmental
     regulation applicable to such Consolidated Subsidiary, and

          (e)    the  net  income  of,  and  all  dividends and
     distributions from, any Unrestricted Subsidiary.

     ''Consolidated Net Worth'' of any Person at any  date  means
the  aggregate consolidated stockholders' equity of  such  Person
(plus amounts of equity attributable to preferred stock) as would
be  shown  on  the  consolidated balance  sheet  of  such  Person
prepared  in  accordance with GAAP, adjusted to exclude  (to  the
extent  included in calculating such equity), (a) the  amount  of
any   such  stockholders'  equity  attributable  to  Disqualified
Capital   Stock  or  treasury  stock  of  such  Person  and   its
Consolidated Subsidiaries, (b) all upward revaluations and  other
write-ups  in  the book value of any asset of such  Person  or  a
Consolidated  Subsidiary of such Person subsequent to  the  Issue
Date,  and  (c)  all  investments in subsidiaries  that  are  not
Consolidated   Subsidiaries  and  in   Persons   that   are   not
Subsidiaries.

     ''Consolidated  Subsidiary'' means,  for  any  Person,  each
Subsidiary  of  such  Person (whether now existing  or  hereafter
created  or  acquired)  the financial  statements  of  which  are
consolidated for financial statement reporting purposes with  the
financial statements of such Person in accordance with GAAP.

     "Consolidation" means the consolidation of the  accounts  of
the  Company  with  the  accounts of  its  Subsidiaries,  all  in
accordance with GAAP;  provided, that ''consolidation'' will  not
include   consolidation  of  the  accounts  of  any  Unrestricted
Subsidiary   with  the  accounts  of  the  Company.    The   term
''consolidated'' has a correlative meaning to the foregoing.

     ''Continuing  Director''  means  during  any  period  of  12
consecutive months after the Issue Date, individuals who  at  the
beginning  of any such 12-month period constituted the  Board  of
Directors  of the Company (together with any new directors  whose
election  by  such  Board of Directors or  whose  nomination  for
election  by  the shareholders of the Company was approved  by  a
vote of a majority of the directors then still in office who were
either  directors  at  the  beginning of  such  period  or  whose
election  or nomination for election was previously so  approved,
including  new  directors designated in or  provided  for  in  an
agreement  regarding the merger, consolidation or sale,  transfer
or other conveyance, of all or substantially all of the assets of
the  Company,  if such agreement was approved by a vote  of  such
majority of directors).

     "Corporate  Trust  Office" shall be at the  address  of  the
Trustee  specified in Section 12.2 or such other  address  as  to
which the Trustee may give notice to the Company;  provided, that
for purposes of complying with Section 2.3 such address shall  be
_  Norwest  Bank Minnesota, N.A., 333 South Grand  Avenue,  Suite
740, Los Angeles, California  90071, Attention:  Jeanie Mar.  All
notices by the Company sent to the Trustee at its Corporate Trust
Office  in  the Borough of Manhattan, The City of New York  shall
also  be  sent to the Trustee at the address set forth in Section
12.2.

     ''Credit Agreement'' means the Credit Agreement, dated as of
September  30,  1999, by and among the Company,  certain  of  its
Subsidiaries, certain financial institutions and Bank One, NA, as
agent   and   representative,  providing  for  (a)  an  aggregate
$100,000,000   term   loan  facility,  and   (b)   an   aggregate
$100,000,000  revolving credit facility,  including  any  related
notes,   guarantees,   collateral  documents,   instruments   and
agreements  executed  in  connection therewith,  as  such  credit
agreement  and/or  related documents may  be  amended,  restated,
supplemented, renewed, replaced or otherwise modified  from  time
to   time   whether   or  not  with  the  same  agent,   trustee,
representative lenders or holders, and, subject to the proviso to
the  next succeeding sentence, irrespective of any changes in the
terms and conditions thereof. Without limiting the generality  of
the  foregoing,  the  term  ''Credit  Agreement''  shall  include
agreements  in  respect of Interest Swap and Hedging  Obligations
with  lenders  party to the Credit Agreement or their  affiliates
and  shall also include any amendment, amendment and restatement,
renewal, extension,

<PAGE>

restructuring, supplement or modification  to
any   Credit  Agreement  and  all  refundings,  refinancings  and
replacements of any Credit Agreement, including any agreement

          (i)    extending  the  maturity  of  any   Indebtedness
     incurred thereunder or contemplated thereby,

          (ii)   adding  or  deleting  borrowers  or   guarantors
     thereunder, so long as borrowers and issuers include one  or
     more   of  the  Company  and  its  Subsidiaries  and   their
     respective successors and assigns,

          (iii)       increasing  the  amount   of   Indebtedness
     incurred  thereunder or available to be borrowed thereunder;
     provided, that on the date such Indebtedness is incurred its
     incurrence would not be prohibited by this Indenture, or

          (iv)   otherwise  altering  the  terms  and  conditions
     thereof  in  a  manner not prohibited by the terms  of  this
     Indenture.

     "Default"  means any event that is or with  the  passage  of
time  or  the  giving  of notice or both would  be  an  Event  of
Default.

     "Definitive  Note"  means  one or  more  certificated  Notes
registered  in  the  name of the Holder  thereof  and  issued  in
accordance  with  Section 2.6, in the form of  Exhibit  A  hereto
except  that  such Note shall not include the information  called
for by footnotes 3, 4 and 5 thereof.

     "Depositary"  means, with respect to the Notes  issuable  or
issued  in  whole or in part in global form, the Person specified
in Section 2.3 as the Depositary with respect to the Notes, until
a  successor will have been appointed and become such pursuant to
the  applicable  provisions  of this  Indenture,  and  thereafter
"Depositary" will mean or include such successor.

     ''Designated  Senior Debt'' means Senior Debt from  time  to
time outstanding under the Credit Agreement.

     ''Disqualified  Capital Stock'' means, with respect  to  any
Person,

          (a)  Equity Interests of such Person that, by its terms
     or   by  the  terms  of  any  security  into  which  it   is
     convertible, exercisable or exchangeable, is,  or  upon  the
     happening of an event or the passage of time or both,  would
     be, required to be redeemed or repurchased (including at the
     option  of the holder thereof) by such Person or any of  its
     Subsidiaries, in whole or in part, on or prior to the Stated
     Maturity of the Notes, and

          (b)   any  Equity Interests of any Subsidiary  of  such
     Person  other  than any common equity with  no  preferences,
     privileges, and no redemption or repayment provisions.

     "Distribution Compliance Period" means the 40-day restricted
period as defined in Regulation S.

     "Equity  Interests"  means  Capital  Stock  or  partnership,
participation  or membership interests and all warrants,  options
or   other  rights  to  acquire  Capital  Stock  or  partnership,
participation  or  membership interests (but excluding  any  debt
security  that is convertible into, or exchangeable for,  Capital
Stock or partnership, participation or membership interests).

     "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels  office, or its successor, as operator of the  Euroclear
system.

<PAGE>

     "Event  of  Loss"  means, with respect to  any  property  or
asset,  any  (a) loss, destruction or damage of such property  or
asset or (b) any condemnation, seizure or taking, by exercise  of
the  power  of eminent domain or otherwise, of such  property  or
asset, or confiscation or requisition of the use of such property
or asset.

     ''Exchange Act'' means the Securities Exchange Act of  1934,
as amended.

     "Exchange Notes" means Series B Notes issued pursuant to  an
Exchange Offer.

     "Exchange  Offer" shall have the meaning set  forth  in  the
Registration Rights Agreement.

     "Exchange  Offer  Registration  Statement"  shall  have  the
meaning set forth in the Registration Rights Agreement.

     "Excluded Persons" means (a) David Schwartz, Alice Schwartz,
Norman  D.  Schwartz, Steven Schwartz, (b) any spouse,  immediate
family  member,  relative  or lineal  descendant  of  any  person
described in clause (a), (c) any trust in which any one  or  more
of  the  persons described in clause (a) or (b) holds all of  the
beneficial  interests,  and  (d) any  Affiliate  of  the  persons
described in clause (a) or (b).

     ''Exempted Affiliate Transaction'' means:

          (a)    customary  employee  compensation  and   benefit
     arrangements  approved by a majority of independent  (as  to
     such transactions) members of the Board of Directors of  the
     Company,

          (b)    Restricted  Payments,  other  than  Investments,
     permitted under Section 4.9,

          (c)   transactions solely between the Company  and  any
     Guarantor, or solely among Guarantors,

          (d)   payment of reasonable directors' fees to  persons
     who are not otherwise Affiliates of the Company,

          (e)  sales of Equity Interests (other than Disqualified
     Capital Stock) to Affiliates of the Company,

          (f)   performance of all agreements in existence on the
     Issue  Date  and any modification thereto or any transaction
     contemplated  thereby in any replacement agreement  therefor
     so  long  as  such modification or replacement is  not  more
     disadvantageous  to the Company, any of its Subsidiaries  or
     the  Holders  in  any  material respect  than  the  original
     agreement as in effect on the Issue Date,

          (g)  transactions with suppliers or vendors pursuant to
     purchase  orders executed in the ordinary course of business
     consistent with past practice and
          (h)   transactions solely between the Company  and  any
     Subsidiary or solely among Subsidiaries;

provided,  that  in the case of clauses (g) and  (h)  only,  such
transactions  are  otherwise  in  compliance  with  Section  4.11
without giving effect to the application of clause (c) of Section
4.11.

     ''Existing Indebtedness'' means Indebtedness of the  Company
and  its  Subsidiaries (other than

<PAGE>

Indebtedness under the  Credit
Agreement)  in  existence  on the Issue  Date  immediately  after
giving  effect  to the Transactions, reduced to the  extent  such
amounts are repaid, refinanced or retired.

     ''Foreign  Subsidiary'' means any Subsidiary of the  Company
which  (a) is not organized under the laws of the United  States,
any  state  thereof or the District of Columbia and (b)  conducts
substantially all of its business operations outside  the  United
States of America.

     ''Foreign  Subsidiary Credit Agreement''  means  any  credit
agreement  or similar instrument, including, without  limitation,
working  capital  or equipment purchase lines of credit,  entered
into by any Foreign Subsidiary governing the terms of a bona fide
borrowing  by  such  Foreign Subsidiary from  (a)  a  third-party
financial  institution that is primarily engaged in the  business
of  commercial  banking  or (b) a vendor  or  other  provider  of
financial  accommodations  in connection  with  the  purchase  of
equipment, in either case for valid business purposes,  including
any  related notes, guarantees, collateral documents, instruments
and  agreements executed in connection therewith, as such may  be
amended,  restated, supplemented, renewed, replaced or  otherwise
modified  from time to time whether or not with the  same  agent,
trustee, representative lenders or holders, and, subject  to  the
proviso in clause (iii) of the next sentence, irrespective of any
changes in the terms and conditions thereof. Without limiting the
generality of the foregoing, the term ''Foreign Subsidiary Credit
Agreement'' shall include agreements in respect of Interest  Swap
and   Hedging  Obligations  with  lenders  party  to  a   Foreign
Subsidiary Credit Agreement and shall also include any amendment,
amendment  and  restatement, renewal,  extension,  restructuring,
supplement  or  modification  to any  Foreign  Subsidiary  Credit
Agreement  and  all refundings, refinancings and replacements  of
any Foreign Subsidiary Credit Agreement, including any agreement

          (i)    extending  the  maturity  of  any   Indebtedness
     incurred thereunder or contemplated thereby,

          (ii)   adding  or  deleting  borrowers  or   guarantors
     thereunder, so long as borrowers and issuers include one  or
     more  of  the  Foreign  Subsidiaries  and  their  respective
     successors and assigns,

          (iii)       increasing  the  amount   of   Indebtedness
     incurred  thereunder or available to be borrowed thereunder;
     provided, that on the date such Indebtedness is incurred its
     incurrence would not be prohibited by this Indenture, or

          (iv)   otherwise  altering  the  terms  and  conditions
     thereof  in  a  manner not prohibited by the terms  of  this
     Indenture.

     "GAAP"  means  United  States generally accepted  accounting
principles  set forth in the opinions and pronouncements  of  the
Accounting   Principles  Board  of  the  American  Institute   of
Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board  or  in  such  other
statements  by  such other entity as approved  by  a  significant
segment of the accounting profession in the United States  as  in
effect from time to time.

     ''Genetic  Systems''  means Genetic Systems  Corporation,  a
Delaware corporation.

     "Global  Notes"  means  one or more Notes  in  the  form  of
Exhibit  A  hereto that includes the information referred  to  in
footnotes  3,  4  and 6 to the form of Note, attached  hereto  as
Exhibit A, issued under this Indenture, that is deposited with or
on  behalf of and registered in the name of the Depositary or its
nominee.

     "Global  Note Legend" means the legend set forth in  Section
2.6(g)(ii),  which is required to be placed on all  Global  Notes
issued under this Indenture.

<PAGE>


     "Governmental Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of  any
nature whatsoever of the United States or foreign government, any
state,  province  or any city or other political  subdivision  or
otherwise  and  whether now or hereafter  in  existence,  or  any
officer or official thereof, and any maritime authority.

     "Guarantee" means a guarantee (other than by endorsement  of
negotiable instruments for collection in the ordinary  course  of
business), direct or indirect, in any manner (including,  without
limitation,  letters  of credit and reimbursement  agreements  in
respect  thereof), of all or any part of any Indebtedness.   When
used  with  respect to the Notes, a "Guarantee" means a guarantee
by  the Guarantors of all or any part of the Notes, in accordance
with Article X.

     "Guarantor"  means each of the Subsidiaries of  the  Company
that  in  the  future  executes a Guarantee pursuant  to  and  in
accordance with the requirements of this Indenture in which  such
Subsidiary  unconditionally guarantees on a  senior  subordinated
basis  the  obligations of the Company under the Notes  and  this
Indenture;  provided, that any Person constituting a Guarantor as
described  above shall cease to constitute a Guarantor  when  its
respective Guarantee is released in accordance with the terms  of
this Indenture.

     "Holder"  means a Person in whose name a Note is  registered
on the Registrar's books.

     "Indebtedness"of any Person means, without duplication,

          (a)   all  liabilities and obligations,  contingent  or
     otherwise,  of  such Person, to the extent such  liabilities
     and  obligations  would  appear  as  a  liability  upon  the
     consolidated balance sheet of such Person in accordance with
     GAAP

               (i)   in respect of borrowed money (whether or not
          the  recourse  of  the lender is to the  whole  of  the
          assets of such Person or only to a portion thereof),

               (ii)  evidenced  by  bonds, notes,  debentures  or
          similar instruments,

               (iii)      representing the balance  deferred  and
          unpaid  of  the  purchase  price  of  any  property  or
          services, except (other than accounts payable or  other
          obligations  to  trade creditors  which  have  remained
          unpaid for greater than 90 days past their original due
          date)  those  incurred in the ordinary  course  of  its
          business  that  would  constitute  ordinarily  a  trade
          payable to trade creditors,

               (iv)  evidenced by bankers' acceptances or similar
          instruments issued or accepted by banks, or

               (v)  relating to any Capitalized Lease Obligation,

          (b)   all  liabilities and obligations,  contingent  or
     otherwise, of such Person evidenced by a letter of credit or
     a  reimbursement obligation of such Person with  respect  to
     any letter of credit,

          (c)   all net obligations of such Person under Interest
          Swap and Hedging Obligations,

          (d)   all liabilities and obligations of others of  the
     kind  described in the preceding clause (a), (b) or (c) that
     such  Person  has guaranteed or provided credit  support  or
     that  is  otherwise its legal liability or which are secured
     by any assets or property of such Person,

          (e)   any  and  all  deferrals,  renewals,  extensions,
     refinancing and refundings (whether

<PAGE>

     direct or indirect)  of, or   amendments,  modifications  or
     supplements to,  any liability  of  the  kind described in any
     of  the  preceding  clauses  (a), (b), (c), (d), or this clause
     (e), whether  or not between or among the same parties,

          (f)   all  Disqualified Capital Stock  of  such  Person
     (measured  at  the greater of its voluntary  or  involuntary
     maximum  fixed  repurchase price  plus  accrued  and  unpaid
     dividends), and

          (g)  all obligations to purchase, redeem or acquire any
     third-party Equity Interests.

     For  purposes hereof, the ''maximum fixed repurchase price''
of  any  Disqualified Capital Stock which does not have  a  fixed
repurchase price shall be calculated in accordance with the terms
of  such  Disqualified  Capital Stock  as  if  such  Disqualified
Capital  Stock  were purchased on any date on which  Indebtedness
shall  be  required to be determined pursuant to this  Indenture,
and  if such price is based upon, or measured by, the fair market
value  of such Disqualified Capital Stock, such fair market value
to  be determined in good faith by the board of directors of  the
issuer  (or  managing  general partner of  the  issuer)  of  such
Disqualified Capital Stock.

     The  amount of any Indebtedness outstanding as of  any  date
shall  be  (x)  the accreted value thereof, in the  case  of  any
Indebtedness  issued  with  original  issue  discount,  but   the
accretion  of  original  issue discount in  accordance  with  the
original  terms  of  Indebtedness issued with an  original  issue
discount  will  not  be deemed to be an incurrence  and  (y)  the
principal amount thereof, together with any interest thereon that
is  more  than  30  days  past due, in  the  case  of  any  other
Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

     "Indirect Participant" means an entity that, with respect to
DTC,  clears through or maintains a direct or indirect, custodial
relationship with a Participant.

     "Initial  Purchasers"  mean the initial  purchasers  of  the
Series  A Notes under the Purchase Agreement, dated February  14,
2000,  among  the  Company and such purchasers  relating  to  the
initial purchase and sale of the Series A Notes.

     "Institutional  Accredited Investor"  means  an  institution
that  is  an  "accredited investor" as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, who is not also a QIB.

     "Interest  Payment Date" means the stated  due  date  of  an
installment of interest on the Notes.

     "Interest  Swap and Hedging Obligation" means any obligation
of  any  Person  pursuant to any interest  rate  swap  agreement,
interest  rate  cap  agreement, interest rate  collar  agreement,
interest rate exchange agreement, currency exchange agreement  or
any  other  agreement or arrangement designed to protect  against
fluctuations  in  interest rates or currency  values,  including,
without   limitation,  any  arrangement  whereby,   directly   or
indirectly, such Person is entitled to receive from time to  time
periodic  payments  calculated by  applying  either  a  fixed  or
floating rate of interest on a stated notional amount in exchange
for  periodic payments made by such Person calculated by applying
a fixed or floating rate of interest on the same notional amount.

     "Investment"  by  any  Person  in  any  other  Person  means
(without duplication):

          (a)   the  acquisition  (whether by  purchase,  merger,
     consolidation  or  otherwise) by such  Person  (whether  for
     cash, property, services, securities or otherwise) of Equity
     Interests,  bonds,

<PAGE>

     notes, debentures, partnership  or  other
     ownership interests or other securities of such other Person
     or any agreement to make any such acquisition;

          (b)  the making by such Person of any deposit with,  or
     advance,  loan or other extension of credit to,  such  other
     Person  (including  the  purchase of property  from  another
     Person  subject to an understanding or agreement, contingent
     or  otherwise, to resell such property to such other Person)
     or  any written commitment to make any such advance, loan or
     extension  (but excluding accounts receivable,  endorsements
     for collection or deposits arising in the ordinary course of
     business) within one year;

          (c)   other  than  guarantees of  Indebtedness  of  the
     Company or any Subsidiary to the extent permitted by Section
     4.7,  the entering into by such Person of any guarantee  of,
     or  other  credit  support  or  contingent  obligation  with
     respect  to, Indebtedness or other liability of  such  other
     Person;

          (d)   the  making  of  any capital contribution  (which
     shall  be  deemed  to  include payment of  consideration  in
     excess of fair market value of any assets received) by  such
     Person to such other Person; and

          (e)   the designation by the Board of Directors of  the
     Company of any Person to be an Unrestricted Subsidiary.

     The  Company  shall be deemed to make an  Investment  in  an
amount  equal to the fair market value of the net assets  of  any
subsidiary   (or,  if  neither  the  Company  nor  any   of   its
Subsidiaries   has  theretofore  made  an  Investment   in   such
subsidiary, in an amount equal to the Investments being made), at
the  time  that  such  subsidiary is designated  an  Unrestricted
Subsidiary,  and  any  property transferred  to  an  Unrestricted
Subsidiary from the Company or a Subsidiary of the Company  shall
be  deemed an Investment valued at its fair market value  at  the
time  of  such transfer. The fair market value of each Investment
shall be measured at the time made or returned, as applicable.

     "Issue  Date" means the date of first issuance of the  Notes
under this Indenture.

     ''Junior  Security'' means any Qualified Capital  Stock  and
any  Indebtedness of the Company or a Subsidiary, as  applicable,
that  is contractually subordinated in right of payment to Senior
Debt  at  least  to  the same extent as the  Notes,  and  has  no
scheduled  installment of principal due, by  redemption,  sinking
fund payment or otherwise, on or prior to the Stated Maturity  of
the  Notes;   provided,  that in the  case  of  subordination  in
respect of Designated Senior Debt, ''Junior Security'' shall mean
any  Qualified Capital Stock and any Indebtedness of the  Company
or the Subsidiary that

          (a)   has  a  final maturity date occurring  after  the
     final  maturity date of all Designated Senior  Debt  on  the
     date  of  issuance  of  such  Qualified  Capital  Stock   or
     Indebtedness,

          (b)  is unsecured,

          (c)   has an Average Life longer than the security  for
     which  such Qualified Capital Stock or Indebtedness is being
     exchanged, and

          (d)   by  their  terms  or by law are  subordinated  to
     Designated  Senior  Debt on the date  of  issuance  of  such
     Qualified Capital Stock or Indebtedness at least to the same
     extent as the Notes.

     "Legal Holiday" means a Saturday, a Sunday or a day on which
banking  institutions in the City of New York,  or  the  city  in
which the Corporate Trust Office of the Trustee is located, or at
a  place  of  payment,  are  authorized  by  law,  regulation  or
executive order to remain closed.  If a payment date is  a  Legal
Holiday,

<PAGE>

payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.

     "Letter  of Transmittal" means the letter of transmittal  to
be  prepared by the Company and sent to all Holders of the  Notes
for use by such Holders in connection with the Exchange Offer.

     "Lien"  means any mortgage, charge, pledge, lien  (statutory
or  otherwise),  privilege, security interest,  hypothecation  or
other  encumbrance upon or with respect to any  property  of  any
kind,  real  or  personal,  movable or immovable,  now  owned  or
hereafter acquired.

     "Liquidated Damages" means all liquidated damages then owing
pursuant to the Registration Rights Agreement.

     ''Material Domestic Subsidiary'' means any Subsidiary (other
than  a  Foreign Subsidiary) that is a Significant Subsidiary  or
any  group of Subsidiaries (other than Foreign Subsidiaries) that
on a combined basis would constitute a Significant Subsidiary.

     "Net  Cash Proceeds" means the aggregate amount of  cash  or
Cash Equivalents received by the Company in the case of a sale of
Qualified  Capital  Stock or a Capital Contribution  and  by  the
Company and its Subsidiaries in respect of an Asset Sale plus, in
the  case  of  an  issuance of Qualified Capital Stock  upon  any
exercise,  exchange or conversion of securities  of  the  Company
(including   options,  warrants,  rights   and   convertible   or
exchangeable  debt) that were issued for cash  on  or  after  the
Issue Date, the amount of cash originally received by the Company
upon   the   issuance  of  such  securities  (including  options,
warrants, rights and convertible or exchangeable debt)  less,  in
each case, the sum of all payments, fees, commissions and (in the
case   of   Asset  Sales,  reasonable  and  customary),  expenses
(including,  without limitation, the fees and expenses  of  legal
counsel  and  investment banking fees and expenses)  incurred  in
connection with such Asset Sale, sale of Qualified Capital  Stock
or  Capital Contribution, and, in the case of an Asset Sale only,
less  the amount (estimated reasonably and in good faith  by  the
Company)  of income, franchise, sales and other applicable  taxes
required to be paid by the Company or any of its Subsidiaries  in
connection  with such Asset Sale in the taxable  year  that  such
sale  is  consummated  or in the immediately  succeeding  taxable
year,  the  computation  of which shall  take  into  account  the
reduction in tax liability resulting from any available operating
losses  and  net operating loss carryovers, tax credits  and  tax
credit carryforwards, and similar tax attributes.

     "Non-Recourse Indebtedness" means Indebtedness of  a  Person
as  to which neither the Company nor any Subsidiary provides  any
guarantee,  collateral  or  other  credit  support  of  any  kind
whatsoever.

     "Notes  Custodian"  means  the Trustee,  as  custodian  with
respect  to  the  Notes in global form, or any  successor  entity
thereto.

     "Obligation"  means  any  principal,  premium  or   interest
payment,  or monetary penalty, or damages, due by the Company  or
any  Guarantor  under the terms of the Notes or  this  Indenture,
including any Liquidated Damages due pursuant to the terms of the
Registration Rights Agreement.

     "Officer" means, with respect to any Person, the Chairman of
the  Board, the Chief Executive Officer, the President, the Chief
Operating  Officer, the Chief Financial Officer,  the  Treasurer,
any  Assistant  Treasurer,  the Controller,  the  Secretary,  any
Assistant Secretary or any Vice President of such Person.

     "Officers' Certificate" means an officers' certificate to be
delivered upon the occurrence of certain events as set  forth  in
this Indenture.

<PAGE>

     "Opinion of Counsel" means an opinion from legal counsel who
is   reasonably  acceptable  to  the  Trustee,  that  meets   the
requirements of Sections 12.4 and 12.5.  The counsel  may  be  an
employee  of or counsel to the Company or any Subsidiary  of  the
Company.

     "Participant"   means,  with  respect  to  the   Depositary,
Euroclear  or  Cedel,  a  Person who  has  an  account  with  the
Depositary,  Euroclear or Cedel, respectively (and, with  respect
to  The  Depository  Trust Company, shall include  Euroclear  and
Cedel).

     ''Permitted Investment'' means:

          (a)   any  Investment in the Company or any Subsidiary;
     provided,  that Investments by the Company or any  Guarantor
     in Subsidiaries of the Company (other than Guarantors) shall
     be  limited  to  $15,000,000 in the  aggregate,  subject  to
     clause (d) below;

          (b)  any Investment in Cash Equivalents;

          (c)   intercompany notes to the extent permitted  under
     Section 4.7;

          (d)  any Investment by the Company or any Subsidiary of
     the Company in a Person in a Related Business if as a result
     of  such  Investment  such  Person  immediately  becomes   a
     Subsidiary  of  the  Company or such Person  is  immediately
     merged  with  or  into the Company or a  Subsidiary  of  the
     Company;  provided, that Investments by the Company  or  any
     Guarantor  under  this clause (d) shall be  subject  to  and
     reduce  dollar  for  dollar  the amount  of  Investments  in
     Subsidiaries  that  may  be made  under  clause  (a)  above,
     unless,  as  a  result  of  such  Investment,  such   Person
     immediately  becomes  a Guarantor or is  immediately  merged
     with  or into the Company or a Guarantor, in which case such
     Investment  shall  not  reduce the  amount  available  under
     clause (a);

          (e)   other  Investments  in  any  Person  or  Persons;
     provided,  that after giving pro forma effect to  each  such
     Investment,  the  aggregate amount of all  such  Investments
     made on and after the Issue Date pursuant to this clause (e)
     that  are  outstanding  (after giving  effect  to  any  such
     Investments  that  are  returned  to  the  Company  or   any
     Subsidiary  of the Company that made such prior  Investment,
     without restriction, in cash on or prior to the date of  any
     such  calculation,  but  only  up  to  the  amount  of   the
     Investment made under this clause (e) in such Person) at any
     time  does not in the aggregate exceed $10,000,000 (measured
     by the value attributed to the Investment at the time made);

          (f)  any Investment made as a result of the receipt  of
     non-cash consideration from an Asset Sale that complies with
     Section 4.12;

          (g)   any acquisition of assets solely in exchange  for
     the  issuance of the Equity Interests of the Company  (other
     than Disqualified Capital Stock);
          (h)   any  Investment in connection with Interest  Swap
     and  Hedging  Obligations  otherwise  permitted  under  this
     Indenture;

          (i)   any  Investment received (i) in  satisfaction  of
     judgments  or (ii) as payment on a claim made in  connection
     with  any  bankruptcy,  liquidation, receivership  or  other
     insolvency proceeding; and

          (j)  Investments in a Person or Persons existing on the
     Issue  Date, plus additional Investments in such  Person  or
     Persons  made  on  or after the Issue Date in  an  aggregate
     amount not to exceed at any time outstanding $10,000,000.

<PAGE>

     "Permitted Liens" means:

          (a)   Liens  existing  on the Issue  Date,  immediately
     after giving effect to the Transactions;

          (b)   Liens  imposed  by governmental  authorities  for
     taxes,  assessments  or other charges  not  yet  subject  to
     penalty  or which are being contested in good faith  and  by
     appropriate  proceedings, if adequate reserves with  respect
     thereto  are  maintained on the books  and  records  of  the
     Company in accordance with GAAP;

          (c)    statutory   liens  of  carriers,   warehousemen,
     mechanics, material men, landlords, repairmen or other  like
     Liens arising by operation of law in the ordinary course  of
     business;  provided, that (i) the underlying obligations are
     not  overdue for a period of more than 30 days, or (ii) such
     Liens  are  being contested in good faith and by appropriate
     proceedings  and adequate reserves with respect thereto  are
     maintained  on  the books of the Company in accordance  with
     GAAP;

          (d)  Liens securing the Notes and the Exchange Notes;

          (e)   Liens securing Indebtedness of a Person  existing
     at  the time such Person becomes a Subsidiary of the Company
     or  is  merged  with  or  into the Company  or  one  of  its
     Subsidiaries  or  Liens  securing Indebtedness  incurred  in
     connection  with an Acquisition;  provided, that such  Liens
     were  in  existence  prior to the date of such  acquisition,
     merger  or  consolidation, were not incurred in anticipation
     thereof, and do not extend to any other assets;

          (f)   Liens  arising  from Purchase Money  Indebtedness
     permitted   to  be  incurred  pursuant  to  this  Indenture;
     provided,  that  such Liens relate solely  to  the  property
     which is subject to such Purchase Money Indebtedness;

          (g)    Liens   arising   from   precautionary   Uniform
     Commercial   Code  financing  statement  filings   regarding
     operating leases entered into by the Company or any  of  its
     Subsidiaries in the ordinary course of business;

          (h)   Liens securing Refinancing Indebtedness  incurred
     to refinance any Indebtedness that was previously so secured
     in a manner no more adverse to the Holders than the terms of
     the  Liens securing such refinanced Indebtedness;  provided,
     that  the Indebtedness secured is not increased and the Lien
     is  not  extended to any additional assets or property  that
     would   not   have   been  security  for  the   Indebtedness
     refinanced;

          (i)   Liens  securing  Indebtedness  under  the  Credit
     Agreement  incurred in accordance with  the  terms  of  this
     Indenture;

          (j)    Liens  securing  Indebtedness  of  any   Foreign
     Subsidiary  incurred in accordance with the  terms  of  this
     Indenture;

          (k)  Liens in favor of the Company or any Guarantor;

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

          (m)   Liens  securing other Indebtedness not  exceeding
     $10,000,000 at any time outstanding; and

<PAGE>

          (n)   Liens  on  the Equity Interests  of  Unrestricted
     Subsidiaries    securing   obligations    of    Unrestricted
     Subsidiaries  to the extent permitted by the terms  of  this
     Indenture.

     ''Person''  or ''person'' means any corporation, individual,
limited  liability company, joint stock company,  joint  venture,
partnership,   limited   liability  partnership,   unincorporated
association,  governmental regulatory entity, country,  state  or
political  subdivision  thereof,  trust,  municipality  or  other
entity.

     "Preferred Stock" means any Equity Interest of any class  or
classes of a Person (however designated) which is preferred as to
payments   of  dividends,  or  as  to  distributions   upon   any
liquidation  or dissolution, over Equity Interests of  any  other
class of such Person.

     "Private  Placement Legend" means the legend  set  forth  in
Section  2.6(g)(i)  to be placed on all Notes issued  under  this
Indenture  except  where  specifically stated  otherwise  by  the
provisions of this Indenture.

     "Pro  Forma" or "pro forma" shall have the meaning set forth
in  Regulation  S-X  of the Securities Act of 1933,  as  amended,
unless otherwise specifically stated herein.

     "Purchase  Money  Indebtedness"  of  any  Person  means  any
Indebtedness  of  such  Person to  any  seller  or  other  Person
incurred solely to finance the acquisition (including in the case
of  a  Capitalized  Lease Obligation, the  lease),  construction,
installation  or  improvement  of  any  after  acquired  real  or
personal  tangible  property which,  is  directly  related  to  a
Related   Business   of  the  Company  and  which   is   incurred
concurrently   with   (or  within  180   days   following)   such
acquisition,  construction, installation or  improvement  and  is
secured only by the assets so financed.

     "QIB" means a "qualified institutional buyer" as defined  in
Rule 144A.

     "Qualified Capital Stock" means any of the Capital Stock  of
the Company that is not Disqualified Capital Stock.

     "Qualified Exchange" means:

          (a)   any  legal  defeasance,  redemption,  retirement,
     repurchase  or  other acquisition of Capital  Stock  of  the
     Company  or Indebtedness of the Company issued on  or  after
     the  Issue Date with the Net Cash Proceeds received  by  the
     Company  from the substantially concurrent sale of Qualified
     Capital  Stock  of  the Company or, to the  extent  used  to
     retire   the   Indebtedness  of  the  Company  (other   than
     Disqualified  Capital Stock) issued on or  after  the  Issue
     Date, Subordinated Indebtedness of the Company;

          (b)   any  issuance of Qualified Capital Stock  of  the
     Company  in  exchange for any of the Capital  Stock  of  the
     Company  or Indebtedness issued on or after the Issue  Date;
     or

          (c)   any exchange of Subordinated Indebtedness of  the
     Company for Subordinated Indebtedness of the Company  issued
     on or after the Issue Date.

     "Record  Date" means a Record Date specified in  the  Notes,
whether or not such date is a Business Day.

     "Reference Period" with regard to any Person means the  four
full  fiscal  quarters (or such lesser period during  which  such
Person  has  been in existence) ended immediately  preceding  any
date  upon which any determination is to be made pursuant to  the
terms of the Notes or this Indenture.

<PAGE>

     "Refinancing    Indebtedness"    means    Indebtedness    or
Disqualified Capital Stock

          (a)   issued in exchange for, or the proceeds from  the
     issuance   and   sale   of  which  are  used   substantially
     concurrently  to repay, redeem, defease, refund,  refinance,
     discharge  or  otherwise retire for value, in  whole  or  in
     part, or

          (b)    constituting  an  amendment,   modification   or
     supplement to, or a deferral or renewal of (clauses (a)  and
     (b)   above  are,  collectively,  a  ''Refinancing''),   any
     Indebtedness  (including Disqualified Capital  Stock)  in  a
     principal  amount  or,  in the case of Disqualified  Capital
     Stock,   liquidation  preference,  not  to   exceed   (after
     deduction  of  reasonable and customary  fees  and  expenses
     incurred in connection with the Refinancing plus the  amount
     of  any premium paid in connection with such Refinancing  in
     accordance  with  the terms of the documents  governing  the
     Indebtedness  refinanced  without  giving  effect   to   any
     modification  thereof  made  in  connection   with   or   in
     contemplation of such refinancing) the lesser of

          (a)    the   principal  amount  or,  in  the  case   of
     Disqualified Capital Stock, liquidation preference,  of  the
     Indebtedness  (including  Disqualified  Capital  Stock)   so
     Refinanced and

          (b)   if  such Indebtedness being Refinanced was issued
     with  an original issue discount, the accreted value thereof
     (as  determined in accordance with GAAP) at the time of such
     Refinancing;

provided, that:

          (i)   such Refinancing Indebtedness shall only be  used
     to    refinance    outstanding    Indebtedness    (including
     Disqualified  Capital  Stock) of such  Person  issuing  such
     Refinancing Indebtedness,

          (ii)  such Refinancing Indebtedness shall (A) not  have
     an  Average  Life  shorter than the Indebtedness  (including
     Disqualified Capital Stock) to be so refinanced at the  time
     of  such  Refinancing and (B) in all respects,  be  no  less
     contractually subordinated or junior, if applicable, to  the
     rights  of  Holders  than  was the  Indebtedness  (including
     Disqualified Capital Stock) to be refinanced,

          (iii)      such Refinancing Indebtedness shall  have  a
     final stated maturity or redemption date, as applicable,  no
     earlier  than the final stated maturity or redemption  date,
     as  applicable, of the Indebtedness (including  Disqualified
     Capital  Stock) to be so refinanced or, if sooner,  91  days
     after the Stated Maturity of the Notes, and

          (iv) such Refinancing Indebtedness shall be secured (if
     secured) in a manner no more adverse to the Holders than the
     terms  of  the  Liens  (if  any)  securing  such  refinanced
     Indebtedness, including, without limitation, the  amount  of
     Indebtedness secured shall not be increased.

     "Registration  Rights  Agreement"  means  the   Registration
Rights  Agreement, dated as of the Issue Date, by and  among  the
Company  and  the  Initial Purchasers, as such agreement  may  be
amended, modified or supplemented from time to time.

     "Reg  S  Permanent Global Note" means one or more  permanent
Global  Notes bearing the Private Placement Legend, that will  be
issued in an aggregate amount of denominations equal in total  to
the  outstanding  principal amount of the Reg S Temporary  Global
Note upon expiration of the Distribution Compliance Period.

<PAGE>

     "Reg  S  Temporary Global Note" means one or more  temporary
Global Notes bearing the Private Placement Legend and the  Reg  S
Temporary  Global Note Legend, issued in an aggregate  amount  of
denominations equal in total to the outstanding principal  amount
of the Notes initially sold in reliance on Rule 903 of Regulation
S.

     "Reg  S  Temporary Global Note Legend" means the legend  set
forth  in Section 2.6(g)(iii), which is required to be placed  on
all Reg S Temporary Global Notes issued under this Indenture.

     "Regulation  S"  means  Regulation S promulgated  under  the
Securities Act, as it may be amended from time to time,  and  any
successor provision thereto.

     "Regulation  S  Global Note" means a Reg S Temporary  Global
Note or a Reg S Permanent Global Note, as the case may be.

     "Related Business" means the business conducted (or proposed
to  be  conducted) by the Company and its Subsidiaries as of  the
Issue  Date  and  any and all businesses that in the  good  faith
judgment  of the Board of Directors of the Company are materially
related businesses.

     "Representative"  means  the  indenture  trustee  or   other
trustee, agent or representative for any Senior Debt.

     "Restricted  Definitive Note" means one or  more  Definitive
Notes  bearing  the Private Placement Legend, issued  under  this
Indenture.

     "Restricted  Global  Note" means one or  more  Global  Notes
bearing   the  Private  Placement  Legend,  issued   under   this
Indenture;   provided,  that in no case shall  an  Exchange  Note
issued  in  accordance with this Indenture and the terms  of  the
Registration Rights Agreement be a Restricted Global Note.

     "Restricted Investment" means in one or a series of  related
transactions, any Investment other than Permitted Investments.

     "Restricted Payment" means, with respect to any Person:

          (a)   the  declaration or payment of  any  dividend  or
     other  distribution in respect of Equity Interests  of  such
     Person or any parent or Subsidiary of such Person;

          (b)  any payment on account of the purchase, redemption
     or  other  acquisition or retirement  for  value  of  Equity
     Interests of such Person or any Subsidiary or parent of such
     Person;
          (c)    other   than   with  the   proceeds   from   the
     substantially  concurrent  sale  of,  or  in  exchange  for,
     Refinancing Indebtedness any purchase, redemption, or  other
     acquisition  or  retirement for value  of,  any  payment  in
     respect  of  any amendment of the terms of or any defeasance
     of,  any  Subordinated Indebtedness (other than the  Notes),
     directly  or  indirectly, by such  Person  or  a  parent  or
     Subsidiary  of such Person prior to the scheduled  maturity,
     any  scheduled repayment of principal, or scheduled  sinking
     fund payment, as the case may be, of such Indebtedness; and

          (d)  any Restricted Investment by such Person;

provided, however, that the term ''Restricted Payment'' does  not
include:

          (i)  any dividend, distribution or other payment on  or
     with  respect to Equity Interests of an issuer to the extent
     payable solely in shares of Qualified Capital Stock of  such
     issuer, or

<PAGE>

          (ii) any dividend, distribution or other payment to the
     Company, or to any Subsidiary of the Company, by the Company
     or any of its Subsidiaries.

     "Rule 144A" means Rule 144A promulgated under the Securities
Act,  as  it may be amended from time to time, and any  successor
provision thereto.

     "SEC"  means  the  United  States  Securities  and  Exchange
Commission, or any successor agency.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended,  and  the rules and regulations of the  SEC  promulgated
thereunder.

     "Securities Intermediary" means U.S. Trust Company, National
Association,  as  securities  intermediary  under  the   Security
Agreement.

     "Senior  Debt" with respect to the Company or any Guarantor,
means   Indebtedness  of  the  Company  (including  any  monetary
obligation  in respect of the Credit Agreement, and  any  Accrued
Bankruptcy Interest incurred pursuant to the Credit Agreement  in
any proceeding under any Bankruptcy Law) arising under the Credit
Agreement  or  any Guarantee thereof or that is permitted  to  be
incurred  under the terms of this Indenture unless the  terms  of
the instrument creating or evidencing such Indebtedness expressly
provide  that it is on a parity with or subordinated in right  of
payment  to  the Notes;  provided, that in no event shall  Senior
Debt include:

          (a)   Indebtedness of the Company to any Subsidiary  of
     the  Company  or  any officer, director or employee  of  the
     Company or any of its Subsidiaries or any other Affiliate,

          (b)  Indebtedness incurred in violation of the terms of
     this Indenture,

          (c)  Indebtedness to trade creditors,

          (d)  Disqualified Capital Stock,

          (e)  Capitalized Lease Obligations, and

          (f)   any  liability for taxes owed  or  owing  by  the
     Company or any Guarantor.

     "Shelf  Registration Statement" shall have the  meaning  set
forth in the Registration Rights Agreement.

     "Significant  Subsidiary" shall have  the  meaning  provided
under  Regulation S-X of the Securities Act, as in effect on  the
Issue  Date,  except  that  all  references  to  "10%"  in   such
Regulation shall be deemed to be references to "5%" for  purposes
of this definition.

     "Special  Record Date" means, for payment of  any  Defaulted
Interest,  a date fixed by the Paying Agent pursuant  to  Section
2.12.

     "Stated  Maturity"  or  "stated maturity"  means,  (a)  with
respect  to  any debt security, the date specified in  such  debt
security  as  the  fixed date on which the final  installment  of
principal  of such debt security is due and payable (which  shall
mean  February 15, 2007 with respect to the Notes) and  (b)  with
respect  to any scheduled installment of principal of or interest
on any debt security, the date specified in such debt security as
the fixed date on which such installment is due and payable.

<PAGE>

     "Subordinated  Indebtedness"  means  Indebtedness   of   the
Company that is subordinated in right of payment by its terms  or
the  terms of any document or instrument relating thereto to  the
Notes.

     "Subsidiary," with respect to any Person, means:

          (a)  a corporation a majority of whose Equity Interests
     with  voting power, under ordinary circumstances,  to  elect
     directors is at the time, directly or indirectly,  owned  by
     such Person, by such Person and one or more Subsidiaries  of
     such Person or by one or more Subsidiaries of such Person,

          (b)   any  other  Person (other than a corporation)  in
     which  such Person, one or more Subsidiaries of such Person,
     or  such Person and one or more Subsidiaries of such Person,
     directly or indirectly, at the date of determination thereof
     has at least majority ownership interest, or

          (c)  a partnership in which such Person or a Subsidiary
     of  such  Person is, at the time, a general partner  and  in
     which  such Person, directly or indirectly, at the  date  of
     determination  thereof  has at least  a  majority  ownership
     interest.

     Notwithstanding  the  foregoing, an Unrestricted  Subsidiary
shall  not be a ''Subsidiary'' of the Company or a ''Subsidiary''
of  any  of the Subsidiaries of the Company.  Unless the  context
requires  otherwise,  Subsidiary means each direct  and  indirect
Subsidiary of the Company.

     "Transactions"  means  the Acquisition,  entering  into  the
senior   subordinated  credit  facility  with  Banc  One  Capital
Markets, Inc. and entering into the Credit Agreement.

     "Transfer   Restricted  Notes"  means   Global   Notes   and
Definitive  Notes that bear or are required to bear  the  Private
Placement Legend, issued under this Indenture.

     ''Treasury  Rate''  means, as of any  Redemption  Date,  the
yield  to  maturity as of that Redemption Date of  United  States
Treasury  securities with a constant maturity  (as  compiled  and
published in the most recent Federal Reserve Statistical  Release
H.15  (519)  that  has  become publicly available  at  least  two
Business Days before the Redemption Date (or, if that Statistical
Release is no longer published, any publicly available source  of
similar  market date)) most nearly equal to the period  from  the
Redemption Date to February 15, 2004;  provided, however, that if
the  period from the Redemption Date to February 15, 2004 is less
than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one
year shall be used.

     "Trustee"  means  the  party named as  such  above  until  a
successor   replaces  it  in  accordance  with   the   applicable
provisions of this Indenture and thereafter means such  successor
serving hereunder.
     "Unrestricted Definitive Note" means one or more  Definitive
Notes  that do not bear and are not required to bear the  Private
Placement Legend, issued under this Indenture.

     "Unrestricted  Global  Note" means  one  or  more  permanent
Global  Notes representing a series of Notes that does  not  bear
and  is not required to bear the Private Placement Legend, issued
under this Indenture.

     "Unrestricted  Subsidiary"  means  any  subsidiary  of   the
Company  that does not own any Capital Stock of, or own  or  hold
any  Lien  on  any  property  of,  the  Company  or  any  of  its
Subsidiaries and that, at the time of determination, shall be  an
Unrestricted Subsidiary (as designated by the Board of  Directors
of  the Company);  provided, that such subsidiary at the time  of
such designation

          (a)    has  no  Indebtedness  other  than  Non-Recourse
     Indebtedness,

<PAGE>

          (b)    is   not  party  to  any  agreement,   contract,
     arrangement or understanding with the Company or any of  its
     Subsidiaries  unless  the  terms  of  any  such   agreement,
     contract, arrangement or understanding are no less favorable
     to  the Company or such Subsidiary than those that might  be
     obtained at the time from Persons who are not Affiliates  of
     the Company,

          (c)   is  a  Person with respect to which  neither  the
     Company  nor  any  of its Subsidiaries  has  any  direct  or
     indirect  obligation (i) to subscribe for additional  Equity
     Interests  or  (ii)  to maintain or preserve  such  Person's
     financial  condition or to cause such Person to achieve  any
     specified levels of operating results, and

          (d)   has  not  guaranteed  or  otherwise  directly  or
     indirectly  provided credit support for any Indebtedness  of
     the   Company  or  any  of  its  Subsidiaries,  other   than
     Guarantees of the Notes.

     The  Board  of  Directors of the Company may  designate  any
Unrestricted Subsidiary to be a Subsidiary;  provided,  that  (x)
no  Default  or Event of Default is existing or will occur  as  a
consequence  thereof and (y) immediately after giving  effect  to
such  designation, on a  pro forma basis, the Company could incur
at  least  $1.00 of Indebtedness pursuant to the Debt  Incurrence
Ratio  set forth in Section 4.7.  Each such designation shall  be
evidenced  by  filing with the Trustee a certified  copy  of  the
resolution  giving effect to such designation  and  an  Officers'
Certificate  certifying that such designation complied  with  the
foregoing conditions.

     "U.S.  Government  Obligations"  means  direct  non-callable
obligations  of,  or noncallable obligations guaranteed  by,  the
United  States of America for the payment of which obligation  or
guarantee  the  full  faith and credit of the  United  States  of
America is pledged.

     "U.S.  Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

     "Voting  Equity Interests" means Equity Interests  which  at
the  time are entitled to vote in the election of, as applicable,
directors, members or partners generally.

     "Wholly Owned Subsidiary" means a Subsidiary all the  Equity
Interests of which (other than directors' qualifying Shares)  are
owned  by  the  Company and/or one or more of  its  Wholly  Owned
Subsidiaries.

Section 1.2    Other Definitions.


        Term                         Defined in
                                     Section

        "Affiliate Transaction"      4.11

        "Asset Sale"                 4.12

        "Asset Sale Offer"           4.12

        "Asset Sale Offer Amount"    4.12

        "Asset Sale Offer Period"    4.12

        "Asset Sale Offer Price"     4.12

        "Authentication Order"       2.2

        "Bankruptcy Law"             6.1

        "Benefitted Party"           10.1

        "Change of Control Offer"    4.13

        "Change  of  Control  Offer  4.13
        Period"

<PAGE>

        "Change of Control Purchase  4.13
        Date"

        "Change of Control Purchase  4.13
        Price"

        "Covenant Defeasance"        8.3

        "Custodian"                  6.1

        "Debt Incurrence Ratio"      4.7

        "Defaulted Interest"         2.12

        "Designation Date"           4.9

        "DTC"                        2.3

        "Excess Proceeds"            4.12

        "Guarantee Obligations"      10.1

        "incur" or "incurrence"      4.7

        "Incurrence Date"            4.7

        "Investment Company Act"     4.16

        "Legal Defeasance"           8.2

        "Non-payment Default"        11.2

        "Paying Agent"               2.3

        "Payment Blockage Period"    11.2

        "Payment Default"            11.2

        "Payment Notice"             11.2

        "Registrar"                  2.3

        "Redemption Date"            3.7

Section 1.3    Incorporation by Reference of Trust Indenture Act.

     Whenever  this Indenture refers to a provision of  the  TIA,
such provision is incorporated by reference in and made a part of
this Indenture.

     The  following  TIA  terms used in this Indenture  have  the
following meanings:

     "Commission" means the SEC;

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture  trustee" or "institutional  trustee"  means  the
Trustee;

     "obligor" on the Notes means the Company, each Guarantor and
any successor obligor upon the Notes.

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

Section 1.4    Rules of Construction.

<PAGE>

     Unless the context otherwise requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the meaning
     assigned to it in accordance with GAAP;

          (3)  "or" is not exclusive;

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

          (5)  provisions apply to successive events and transactions;

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

          (7)  references to sections of or rules under the Securities Act
     and  the Exchange Act shall be deemed to include substitute,
     replacement of successor sections or rules adopted by the SEC
     from time to time; and

          (8)  unless otherwise required by the context, references to
     "Section" or "Article" are references to a Section or Article of
     this Indenture.

                           ARTICLE II
                            THE NOTES

Section 1.5    Form and Dating.

          (1)  General.  The Notes and the Trustee's certificate of
     authentication shall be substantially in the form of Exhibit A
     hereto.  The Notes may have notations, legends or endorsements
     required by law, stock exchange rule or usage.  Each Note shall
     be dated the date of its authentication.  The Notes shall be in
     denominations of $1,000 and integral multiples thereof.

          The  terms and provisions contained in the Notes  shall
     constitute,  and are hereby expressly made, a part  of  this
     Indenture  and the Company, any Guarantors and the  Trustee,
     by their execution and delivery of this Indenture, expressly
     agree  to such terms and provisions and to be bound thereby.
     However,  to the extent any provision of any Note  conflicts
     with   the   express  provisions  of  this  Indenture,   the
     provisions   of   this  Indenture  shall   govern   and   be
     controlling.

          (2)  Global Notes. Notes issued in global form shall be
     substantially in the form of Exhibit A attached hereto (including
     the Global Note Legend thereon and the "Schedule of Exchanges of
     Interests in the Global Note" attached thereto).  Notes issued in
     definitive form shall be substantially in the form of Exhibit A
     attached hereto (but without the Global Note Legend thereon and
     without the "Schedule of Exchanges of Interests in the Global
     Note" attached thereto).  Each Global Note shall represent such
     of the outstanding Notes as shall be specified therein and each
     shall provide that it shall represent the aggregate principal
     amount of outstanding Notes from time to time endorsed thereon
     and that the aggregate principal amount of outstanding Notes
     represented  thereby may from time to  time  be  reduced  or
     increased, as appropriate, to reflect exchanges and redemptions.
     Any endorsement of a Global Note to reflect the amount of any
     increase  or decrease in the aggregate principal  amount  of
     outstanding Notes represented thereby shall be made  by  the
     Trustee or the Notes Custodian, at the direction of the Trustee,
     in accordance with instructions given by the Holder thereof as
     required by Section 2.6 hereof.

<PAGE>

          (3)  Euroclear and Cedel Procedures Applicable.  The provisions
     of the "Operating Procedures of the Euroclear System" and "Terms
     and Conditions Governing Use of Euroclear" and the "General Terms
     and Conditions of Cedel Bank" and "Customer Handbook" of Cedel
     Bank  in effect at the relevant time shall be applicable  to
     transfers of beneficial interests in the Regulation S Global
     Notes that are held by Participants through Euroclear or Cedel
     Bank.

Section 1.6    Execution and Authentication.

     Two  Officers shall sign the Notes for the Company by manual
or  facsimile signature.  If an Officer whose signature is  on  a
Note  no  longer  holds  that  office  at  the  time  a  Note  is
authenticated,  the Note shall nevertheless  be  valid.   A  Note
shall not be valid until authenticated by the manual signature of
the Trustee.  The signature shall be conclusive evidence that the
Note  has  been authenticated under this Indenture.  The  Trustee
shall,  upon a written order of the Company signed by an  Officer
(an  "Authentication Order"), authenticate Notes for issuance  up
to  the  aggregate principal amount stated in such Authentication
Order;   provided, that Notes authenticated for issuance  on  the
Issue  Date shall not exceed $150,000,000 in aggregate  principal
amount.   The aggregate principal amount of Notes outstanding  at
any  time may not exceed $150,000,000, except in accordance  with
Section  2.8.   The  Trustee may appoint an authenticating  agent
acceptable   to   the   Company   to   authenticate   Notes.   An
authenticating agent may authenticate Notes whenever the  Trustee
may do so.  Each reference in this Indenture to authentication by
the   Trustee   includes  authentication  by  such   agent.    An
authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

Section 1.7    Registrar, Paying Agent and Depositary.

     The  Company  shall  maintain an office  or  agency  in  the
Borough  of Manhattan, The City of New York, where Notes  may  be
presented   for   registration  of  transfer  or   for   exchange
("Registrar")  and  an  office  or  agency  where  Notes  may  be
presented for payment ("Paying Agent").  The Registrar shall keep
a  register of the Notes and of their transfer and exchange.  The
Company  may  appoint one or more co-registrars and one  or  more
additional  paying  agents.  The term  "Registrar"  includes  any
co-registrar and the term "Paying Agent" includes any  additional
paying  agent.   The  Company  may change  any  Paying  Agent  or
Registrar without notice to any Holder.  The Company shall notify
the Trustee in writing of the name and address of any Agent not a
party  to  this  Indenture.  If the Company fails to  appoint  or
maintain another entity as Registrar or Paying Agent, the Trustee
shall  act  as such.  The Company or any of its Subsidiaries  may
act as Paying Agent or Registrar.  The Company initially appoints
The  Depository  Trust Company ("DTC") to act as Depositary  with
respect to the Global Notes.  The Company initially appoints  the
Trustee  to act as the Registrar and Paying Agent and to  act  as
Notes Custodian with respect to the Global Notes.

Section 1.8    Paying Agent to Hold Money in Trust.

     The  Company shall require each Paying Agent other than  the
Trustee  to agree in writing that the Paying Agent will  hold  in
trust for the benefit of Holders or the Trustee all money held by
the  Paying  Agent  for  the  payment of  principal,  premium  or
Liquidated  Damages, if any, or interest on the Notes,  and  will
notify  the  Trustee in writing of any default by the Company  in
making  any such payment.  While any such default continues,  the
Trustee  may  require a Paying Agent and in such event  any  such
Paying  Agent shall have the obligation to pay all money held  by
it  to the Trustee.  The Company at any time may require a Paying
Agent  to pay all money held by it to the Trustee.  Upon  payment
over  to the Trustee, the Paying Agent (if other than the Company
or  a Subsidiary) shall have no further liability for such money.
If  the  Company or a Subsidiary acts as Paying Agent,  it  shall
segregate  and hold in a separate trust fund for the  benefit  of
the  Holders  all  money held by it as Paying  Agent.   Upon  any
bankruptcy or reorganization proceedings relating to the Company,
the Trustee shall serve as Paying Agent for the Notes.

<PAGE>

Section 1.9    Holder Lists.

     The  Trustee  shall  preserve in as current  a  form  as  is
reasonably practicable the most recent list available  to  it  of
the names and addresses of all Holders and shall otherwise comply
with  TIA   312(a).   If the Trustee is not  the  Registrar,  the
Company  shall  furnish, or shall cause the Registrar  (if  other
than  the  Company)  to furnish, to the Trustee  at  least  seven
Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such  form
and  as of such date as the Trustee may reasonably require of the
names and addresses of the Holders of Notes and the Company shall
otherwise comply with TIA  312(a).

Section 1.10   Transfer and Exchange.

          (1)  Transfer and Exchange of Global Notes.  A Global Note may
     not be transferred as a whole except by the Depositary to  a
     nominee of the Depositary, by a nominee of the Depositary to the
     Depositary or to another nominee of the Depositary, or by the
     Depositary or any such nominee to a successor Depositary or a
     nominee of such successor Depositary.  All Global Notes will be
     exchanged by the Company for Definitive Notes if (i) the Company
     delivers to the Trustee notice from the Depositary that (A) the
     Depositary  is  unwilling or unable to continue  to  act  as
     Depositary for the Global Notes and the Company thereupon fails
     to  appoint a successor Depositary within 90 days or (B) the
     Depositary is no longer a clearing agency registered under the
     Exchange Act, (ii) the Company in its sole discretion determines
     that  the Global Notes (in whole but not in part) should  be
     exchanged for Definitive Notes and delivers a written notice to
     such effect to the Trustee or (iii) upon request of the Trustee
     or Holders of a majority of the aggregate principal amount of
     outstanding Notes if there shall have occurred and be continuing
     a  Default  or Event of Default with respect to  the  Notes;
     provided, that in no event shall the Reg S Temporary Global Note
     be exchanged by the Company for Definitive Notes prior to (A) the
     expiration of the Distribution Compliance Period and (B) the
     receipt by the Registrar of any certificate identified by the
     Company and its counsel to be required pursuant to Rule 903 or
     Rule 904 under the Securities Act.  Upon the occurrence of any of
     the preceding events in (i), (ii) or (iii) above, Definitive
     Notes  shall be issued in such names as the Depositary shall
     instruct the Trustee.  Global Notes also may be exchanged or
     replaced, in whole or in part, as provided in Sections 2.7 and
     2.10 hereof.  Every Note authenticated and delivered in exchange
     for,  or  in lieu of, a Global Note or any portion  thereof,
     pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall
     be authenticated and delivered in the form of, and shall be, a
     Global Note.  A Global Note may not be exchanged for another Note
     other  than  as  provided in this Section  2.6(a),  however,
     beneficial interests in a Global Note may be transferred and
     exchanged as provided in Section 2.6(b), (c) or (f) hereof.

          (2)  Transfer and Exchange of Beneficial Interests in the Global
     Notes. The transfer and exchange of beneficial interests in the
     Global  Notes  shall be effected through the Depositary,  in
     accordance  with  the provisions of this Indenture  and  the
     Applicable Procedures.  Beneficial interests in the Restricted
     Global  Notes shall be subject to restrictions  on  transfer
     comparable to those set forth herein to the extent required by
     the Securities Act.  Transfers of beneficial interests in the
     Global  Notes  also  shall require  compliance  with  either
     subparagraph (i) or (ii) below, as applicable, as well as one or
     more of the other following subparagraphs, as applicable:

               (1)  Transfer of Beneficial Interests in the Same Global Note.
          Beneficial interests in any Restricted Global Note may be
          transferred to Persons who take delivery thereof in the form of a
          beneficial interest in the same Restricted Global Note in
          accordance with the transfer restrictions set forth in the
          Private Placement Legend; provided, however, that prior to the
          expiration of the Distribution Compliance Period, transfers of
          beneficial interests in the Reg S Temporary Global Note may not
          be made to a U.S. Person or for the account or benefit of a U.S.
          Person (other than an Initial Purchaser).  Beneficial interests
          in

<PAGE>

          any Unrestricted Global Note may be transferred to Persons who
          take delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note.  No written orders or instructions
          shall be required to be delivered to the Registrar to effect the
          transfers described in this Section 2.6(b)(i).

               (2)  All Other Transfers and Exchanges of Beneficial Interests
          in Global Notes.  In connection with all transfers and exchanges of
          beneficial interests that are not subject to Section 2.6(b)(i)
          above, the transferor of such beneficial interest must deliver to
          the Registrar either (A) (1) an order from a Participant or an
          Indirect Participant given to the Depositary in accordance with
          the Applicable Procedures directing the Depositary to credit or
          cause to be credited a beneficial interest in another Global Note
          in an amount equal to the beneficial interest to be transferred
          or exchanged and (2) instructions given in accordance with the
          Applicable Procedures containing information regarding the
          Participant account to be credited with such increase or (B) (1)
          an order from a Participant or an Indirect Participant given to
          the Depositary in accordance with the Applicable Procedures
          directing the Depositary to cause to be issued a Definitive Note
          in an amount equal to the beneficial interest to be transferred
          or exchanged and (2) instructions given by the Depositary to the
          Registrar containing information regarding the Person in whose
          name such Definitive Note shall be registered to effect the
          transfer or exchange referred to in (B)(1) above; provided, that
          in no event shall Definitive Notes be issued upon the transfer or
          exchange of beneficial interests in the Reg S Temporary Global
          Note prior to (x) the expiration of the Distribution Compliance
          Period and (y) the receipt by the Registrar of any certificates
          identified by the Company or its counsel to be required pursuant
          to Rule 903 and Rule 904 under the Securities Act.  Upon
          consummation of an Exchange Offer by the Company in accordance
          with Section 2.6(f) hereof, the requirements of this Section
          2.6(b)(ii) shall be deemed to have been satisfied upon receipt by
          the Registrar of the instructions contained in the Letter of
          Transmittal delivered by the Holder of such beneficial interests
          in the Restricted Global Notes.  Upon satisfaction of all of the
          requirements for transfer or exchange of beneficial interests in
          Global Notes contained in this Indenture and the Notes or
          otherwise applicable under the Securities Act, the Trustee shall
          adjust the principal amount of the relevant Global Note(s)
          pursuant to Section 2.6(h) hereof.

               (3)  Transfer of Beneficial Interests to Another Restricted
          Global Note.  A beneficial interest in any Restricted Global Note
          may be transferred to a Person who takes delivery thereof in the
          form of a beneficial interest in another Restricted Global Note
          if the transfer complies with the requirements of Section
          2.6(b)(ii) above and the Registrar receives the following:

                    (1)  if the transferee will take delivery in the form of a
               beneficial interest in the 144A Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications in item (1) thereof; and

                    (2)  if the transferee will take delivery in the form of a
               beneficial interest in the Reg S Temporary Global Note or the
               Reg S Permanent Global Note, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (2) thereof.

               (4)  Transfer and Exchange of Beneficial Interests in a
          Restricted Global Note for Beneficial Interests in  the
          Unrestricted Global Note.  A beneficial interest in any
          Restricted Global Note may be exchanged by any holder thereof for
          a beneficial interest in an Unrestricted Global Note or
          transferred to a Person who takes delivery thereof in the

<PAGE>

          form of a beneficial interest in an Unrestricted Global Note if the
          exchange or transfer complies with the requirements of Section
          2.6(b)(ii) above and:

                    (1)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the holder of the
               beneficial interest to be transferred, in the case of an
               exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a Broker-Dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (2)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration
               Rights Agreement;

                    (3)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                    (4)  the Registrar receives the following: (1) if the
               holder of such beneficial interest in a Restricted Global Note
               proposes to xchange such beneficial interest for a beneficial
               interest in an unrestricted Global Note, a certificate from such
               holder in the form of Exhibit C hereto, including the
               certifications in item (1)(a) thereof; or (2) if the holder of
               such beneficial interest in a Restricted Global Note proposes to
               transfer such beneficial interest to a Person who shall take
               delivery thereof in the form of a beneficial interest in an
               Unrestricted Global Note, a certificate from such holder in the
               form of Exhibit B hereto, including the certifications in item
               (4) thereof; and, in each such case set forth in this
               subparagraph (D), an Opinion of Counsel in form, and from legal
               counsel, reasonably acceptable to the Registrar and the Company
               to the effect that such exchange or transfer is in compliance
               with the Securities Act and that the restrictions on transfer
               contained herein and in the Private Placement Legend are no
               longer required in order to maintain compliance with the
               Securities Act.
(1)
               If  any  such  transfer  is effected  pursuant  to
          subparagraph  (B)  or  (D) above  at  a  time  when  an
          Unrestricted Global Note has not yet been  issued,  the
          Company   shall   issue  and,  upon   receipt   of   an
          Authentication  Order in accordance  with  Section  2.2
          hereof,  the  Trustee shall authenticate  one  or  more
          Unrestricted  Global  Notes in an  aggregate  principal
          amount  equal  to  the  aggregate principal  amount  of
          beneficial    interests   transferred    pursuant    to
          subparagraph (B) or (D) above.  Beneficial interests in
          an Unrestricted Global Note cannot be exchanged for, or
          transferred to Persons who take delivery thereof in the
          form  of, a beneficial interest in a Restricted  Global
          Note.

          (3)  Transfer or Exchange of Beneficial Interests for Definitive
     Notes.

               (1)  Beneficial Interests in Restricted Global Notes to
          Restricted Definitive Notes.  If any holder of a beneficial
          interest in a Restricted Global Note proposes to exchange such
          beneficial interest for a Restricted Definitive Note or to
          transfer such beneficial interest to a Person who takes delivery
          thereof in the form of a Restricted Definitive Note, then, upon
          receipt by the Registrar of the following documentation:

                    (1)  if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Restricted Definitive Note, a

<PAGE>

               certificate from such holder in the form of Exhibit C hereto,
               including the certifications in item (2)(a) thereof;

                    (2)  if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (1) thereof;

                    (3)  if such beneficial interest is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904 under the Securities Act, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in item (2) thereof;

                    (4)  if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144 under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(a) thereof;

                    (5)  if such beneficial interest is being transferred to an
               Institutional Accredited Investor in reliance on an exemption
               from the registration requirements of the Securities Act other
               than those listed in subparagraphs (B) through (D) above, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of
               Counsel required by item (3) thereof, if applicable;

                    (6)  if such beneficial interest is being transferred to
               the Company or any of its Subsidiaries, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (3)(b) thereof; or

                    (7)  if such beneficial interest is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,

     the  Trustee shall cause the aggregate principal  amount  of
     the   applicable  Restricted  Global  Note  to  be   reduced
     accordingly  pursuant  to Section  2.6(h)  hereof,  and  the
     Company shall execute and, upon receipt of an Authentication
     Order   pursuant   to   Section  2.2,  the   Trustee   shall
     authenticate  and  deliver to the Person designated  in  the
     instructions a Restricted Definitive Note in the appropriate
     principal amount.  Any Restricted Definitive Note issued  in
     exchange  for  a beneficial interest in a Restricted  Global
     Note pursuant to this Section 2.6(c) shall be registered  in
     such  name  or names and in such authorized denomination  or
     denominations  as  the  holder of such  beneficial  interest
     shall  instruct the Registrar through instructions from  the
     Depositary and the Participant or Indirect Participant.  The
     Trustee  shall deliver such Restricted Definitive  Notes  to
     the  Persons  in  whose names such Notes are so  registered.
     Any  Restricted  Definitive Note issued in  exchange  for  a
     beneficial interest in a Restricted Global Note pursuant  to
     this  Section  2.6(c)(i) shall bear  the  Private  Placement
     Legend  and shall be subject to all restrictions on transfer
     contained therein.

               (2)  Beneficial Interests in Restricted Global Notes to
          Unrestricted Definitive Notes.  A holder of a beneficial interest
          in a Restricted Global Note may exchange such beneficial interest
          for an Unrestricted Definitive Note or may transfer such
          beneficial interest to a Person who takes delivery thereof in the
          form of an Unrestricted Definitive Note only if:

<PAGE>

                    (1)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the holder of such
               beneficial interest, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (1) a Broker-
               Dealer, (2) a Person participating in the distribution of the
               Exchange Notes or (3) a Person who is an affiliate (as defined
               in Rule 144) of the Company;

                    (2)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration
               Rights Agreement;

                    (3)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                    (4)  the Registrar receives the following: (1) if the
               holder of such beneficial interest in a Restricted Global Note
               proposes to exchange such beneficial interest for a Definitive
               Note that does not bear the Private Placement Legend, a
               certificate from such holder in the form of Exhibit C hereto,
               including the certifications in item (1)(b) thereof; or (2) if
               the holder of uch beneficial interest in a Restricted Global
               Note proposes to transfer such beneficial interest to a Person
               who shall take delivery thereof in the form of a Definitive Note
               that does not bear the Private Placement Legend, a certificate
               from such holder in the form of Exhibit B hereto, including the
               certifications in item (4) thereof; and, in each such case set
               forth in this subparagraph (D), an Opinion of Counsel in form,
               and from legal counsel, reasonably acceptable to the Registrar
               and the Company to the effect that such exchange or transfer is
               in compliance with the Securities Act and that the restrictions
               on transfer contained herein and in the Private Placement Legend
               are no longer required in order to maintain compliance with the
               Securities Act.

               (3)  Beneficial Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes.  If any holder of a beneficial
          interest in an Unrestricted Global Note proposes to exchange such
          beneficial interest for an Unrestricted Definitive Note or to
          transfer such beneficial interest to a Person who takes delivery
          thereof in the form of an Unrestricted Definitive Note, then,
          upon satisfaction of the conditions set forth in Section
          2.6(b)(ii) hereof, the Trustee shall cause the aggregate
          principal amount of the applicable Unrestricted Global Note to be
          reduced accordingly pursuant to Section 2.6(h) hereof, and the
          Company shall execute and, upon receipt of an Authentication
          Order pursuant to Section 2.2, the Trustee shall authenticate and
          deliver to the Person designated in the instructions an
          Unrestricted Definitive Note in the appropriate principal amount.
          Any Unrestricted Definitive Note issued in exchange for a
          beneficial interest pursuant to this Section 2.6(c)(iii) shall be
          registered in such name or names and in such authorized
          denomination or denominations as the holder of such beneficial
          interest shall instruct the Registrar through instructions from
          the Depositary and the Participant or Indirect Participant.  The
          Trustee shall deliver such Unrestricted Definitive Notes to the
          Persons in whose names such Notes are so registered.  Any
          Unrestricted Definitive Note issued in exchange for a beneficial
          interest pursuant to this Section 2.6(c)(iii) shall not bear the
          Private Placement Legend.

               (4)  Transfer or Exchange of Reg S Temporary Global Notes.
          Notwithstanding the other provisions of this Section 2.6, a
          beneficial interest in the Reg S Temporary Global Note may not be
          (A) exchanged for a Definitive Note prior to (1) the expiration
          of the Distribution Compliance Period (unless such exchange is
          effected by the Company, does

<PAGE>

          not require an investment decision on the part of the holder thereof
          and does not violate the provisions of Regulation S) and (2) the
          receipt by the Registrar of any certificates identified by the
          Company or its counsel to be required pursuant to Rule 903(b)(3)(B)
          under the Securities Act or (B) transferred to a Person who takes
          delivery thereof in the form of a Definitive Note prior to the events
          set forth in clause (A) above or unless the transfer is pursuant to
          an exemption from the registration requirements of the Securities
          Act other than Rule 903 or Rule 904.

          (4)  Transfer and Exchange of Definitive Notes for Beneficial
     Interests.

               (1)  Restricted Definitive Notes to Beneficial Interests in
          Restricted Global Notes.  If any Holder of a Restricted
          Definitive Note proposes to exchange such Note for a beneficial
          interest in a Restricted Global Note or to transfer such
          Restricted Definitive Notes to a Person who takes delivery
          thereof in the form of a beneficial interest in a Restricted
          Global Note, then, upon receipt by the Registrar of the following
          documentation:

                    (1)  if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in a
               Restricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (2)(b) thereof;

                    (2)  if such Restricted Definitive Note is being
               transferred to a QIB in accordance with Rule 144A under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (1) thereof; or

                    (3)  if such Restricted Definitive Note is being
               transferred to a Non-U.S. Person in an offshore transaction in
               accordance with Rule 903 or Rule 904 under the Securities Act,
               a certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (2) thereof,

          the  Trustee  shall  cancel the  Restricted  Definitive
          Note,  increase or cause to be increased the  aggregate
          principal  amount of, in the case of clause (A)  above,
          the appropriate Restricted Global Note, in the case  of
          clause (B) above, the 144A Global Note, and in the case
          of clause (C) above, the Regulation S Global Note.

               (2)  Restricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes.  A Holder of a Restricted Definitive
          Note may exchange such Note for a beneficial interest in an
          Unrestricted Global Note or transfer such Restricted Definitive
          Note to a Person who takes delivery thereof in the form of a
          beneficial interest in an Unrestricted Global Note only if:

                    (1)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the Holder, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a Broker-Dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (2)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration
               Rights Agreement;

<PAGE>

                    (3)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                    (4)  the Registrar receives the following: (1) if the
               Holder of such Restricted Definitive Notes proposes to exchange
               such Notes for a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(c) thereof; or
               (2) if the Holder of such Restricted Definitive Notes proposes
               to transfer such Notes to a Person who shall take delivery
               thereof in the form of a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit B hereto, including the certifications in item (4)
               thereof; and, in each such case set forth in this subparagraph
               (D), an Opinion of Counsel, and from legal counsel, in form
               reasonably acceptable to the Registrar and the Company to the
               effect that such exchange or transfer is in compliance with the
               Securities Act and that the restrictions on transfer contained
               herein and in the Private Placement Legend are no longer
               required in order to maintain compliance with the Securities
               Act.  Upon satisfaction of the conditions  of  any of the
               subparagraphs in this Section 2.6(d)(ii), the Trustee shall
               cancel the Restricted Definitive Notes so transferred or
               exchanged and increase or cause to be increased the aggregate
               principal amount of the Unrestricted Global Note.

               (3)  Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes.  A Holder of an Unrestricted
          Definitive Note may exchange such Note for a beneficial interest
          in an Unrestricted Global Note or transfer such Definitive Notes
          to a Person who takes delivery thereof in the form of a
          beneficial interest in an Unrestricted Global Note at any time.
          Upon receipt of a request for such an exchange or transfer, the
          Trustee shall cancel the applicable Unrestricted Definitive Note
          and increase or cause to be increased the aggregate principal
          amount of one of the Unrestricted Global Notes. If any such
          exchange or transfer from a Definitive Note to a beneficial
          interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
          or (iii) of this Section 2.6(d) at a time when an Unrestricted
          Global Note has not yet been issued, the Company shall issue and,
          upon receipt of an Authentication Order in accordance with
          Section 2.2 hereof, the Trustee shall authenticate one or more
          Unrestricted Global Notes in an aggregate principal amount equal
          to the principal amount of Definitive Notes so transferred.

          (5)  Transfer and Exchange of Definitive Notes for Definitive
     Notes.  Upon request by a Holder of Definitive Notes and such
     Holder's compliance with the provisions of this Section 2.6(e),
     the  Registrar  shall register the transfer or  exchange  of
     Definitive Notes.  Prior to such registration of transfer or
     exchange, the requesting Holder shall present or surrender to the
     Registrar the Definitive Notes duly endorsed or accompanied by a
     written instruction of transfer in form satisfactory to  the
     Registrar duly executed by such Holder or by its attorney, duly
     authorized in writing.  In addition, the requesting Holder shall
     provide any additional certifications, documents and information,
     as applicable, required pursuant to the following provisions of
     this Section 2.6(e).

               (1)  Restricted Definitive Notes to Restricted Definitive Notes.
          Any Restricted Definitive Note may be transferred to and
          registered in the name of Persons who take delivery thereof in
          the form of a Restricted Definitive Note if the Registrar
          receives the following:

<PAGE>

                    (1)  if the transfer will be made pursuant to Rule 144A
               under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof;

                    (2)  if the transfer will be made pursuant to Rule 903 or
               Rule 904, then the transferor must deliver a certificate in the
               form of Exhibit B hereto, including the certifications in item
               (2) thereof; and

                    (3)  if the transfer will be made pursuant to any other
               exemption from the registration requirements of the Securities
               Act, then the transferor must deliver a certificate in the form
               of Exhibit B hereto, including the certifications, certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

               (2)  Restricted Definitive Notes to Unrestricted Definitive
          Notes.  Any Restricted Definitive Note may be exchanged by the
          Holder thereof for an Unrestricted Definitive Note or transferred
          to a Person or Persons who take delivery thereof in the form of
          an Unrestricted Definitive Note if:

                    (1)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the Holder, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a Broker-Dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (2)  any such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration
               Rights Agreement;

                    (3)  any such transfer is effected by a Broker-Dealer
               pursuant to the Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (4)  the Registrar receives the following: (1) if the
               Holder of such Restricted Definitive Notes proposes to exchange
               such Notes for an Unrestricted Definitive Note, a certificate
               from such Holder in the form of Exhibit C hereto, including the
               certifications in item (1)(d) thereof; or (2) if the Holder of
               such Restricted Definitive Notes proposes to transfer such Notes
               to a Person who shall take delivery thereof in the form of an
               Unrestricted Definitive Note, a certificate from such Holder in
               the form of Exhibit B hereto, including the certifications in
               item (4) thereof; and, in each such case set forth in this
               subparagraph (D), an Opinion of Counsel in form, and from legal
               counsel,  reasonably acceptable to the Registrar and the Company
               to the effect that such exchange or transfer is in compliance
               with the Securities Act and that the restrictions on transfer
               contained herein and in the Private Placement Legend are no
               longer required in order to maintain compliance with the
               Securities Act.

               (3)  Unrestricted Definitive Notes to Unrestricted Definitive
          Notes.  A Holder of Unrestricted Definitive Notes may transfer
          such Notes to a Person who takes delivery thereof in the form of
          an Unrestricted Definitive Note.  Upon receipt of a request to
          register such a transfer, the Registrar shall register the
          Unrestricted Definitive Notes pursuant to the instructions from
          the Holder thereof.

<PAGE>

          (6)  Exchange Offer.  Upon the occurrence of the Exchange Offer
     in accordance with the Registration Rights Agreement, the Company
     shall issue and, upon receipt of an Authentication Order  in
     accordance with Section 2.2, and an Opinion of Counsel for the
     Company as to certain matters discussed in this Section 2.6(f)
     the  Trustee shall authenticate (i) one or more Unrestricted
     Global Notes in an aggregate principal amount equal to the sum of
     (A)  the principal amount of the beneficial interests in the
     Restricted Global Notes tendered for acceptance by Persons that
     certify in the applicable Letters of Transmittal that (1) they
     are not Broker-Dealers, (2) they are not participating in  a
     distribution  of  the Exchange Notes and (3)  they  are  not
     affiliates (as defined in Rule 144) of the Company, and accepted
     for exchange in the Exchange Offer and (B) the principal amount
     of  Definitive Notes exchanged or transferred for beneficial
     interests in Unrestricted Global Notes in connection with the
     Exchange Offer pursuant to Section 2.6(d)(ii) and (ii) Definitive
     Notes in an aggregate principal amount equal to the principal
     amount of the Restricted Definitive Notes accepted for exchange
     in the Exchange Offer (other than Definitive Notes described in
     clause (i)(B) immediately above).  Concurrently with the issuance
     of such Notes, the Trustee shall cause the aggregate principal
     amount of the applicable Restricted Global Notes to be reduced
     accordingly, and the Company shall execute and, upon receipt of
     an Authentication Order pursuant to Section 2.2, the Trustee
     shall authenticate and deliver to the Persons designated by the
     Holders of Definitive Notes so accepted Definitive Notes in the
     appropriate principal amount.

          The Opinion of Counsel for the Company referenced above
     shall state that:

               (1)  the issuance and sale of the Exchange Notes by the Company
          have been duly authorized and, when executed and authenticated in
          accordance with the provisions of this Indenture and delivered in
          exchange for Series A Notes in accordance with this Indenture and
          the Exchange Offer, will be valid and binding obligations of the
          Company, enforceable against the Company in accordance with their
          terms except as the enforceability thereof may be limited by (A)
          bankruptcy, fraudulent transfer, insolvency, reorganization,
          moratorium or similar laws affecting creditors' rights generally
          and (B) equitable principles of general applicability (regardless
          of whether enforceability is considered at equity or in law); and
(1)
               (2)  if applicable, when the Exchange Notes are executed and
          authenticated in accordance with the provisions of this Indenture
          and delivered in exchange for Series A Notes in accordance with
          this Indenture and the Exchange Offer, the Guarantees by the
          Guarantors endorsed thereon will be valid and binding obligations
          of the Guarantors, enforceable against the Guarantors in
          accordance with their terms except as the enforceability thereof
          may  be limited by (A) bankruptcy, fraudulent transfer,
          insolvency, reorganization, moratorium or similar laws affecting
          creditors' rights generally and (B) equitable principles of
          general applicability (regardless of whether enforceability is
          considered at equity or in law).

          (7)  Legends.  The following legends shall appear on the face of
     all Global Notes and Definitive Notes issued under this Indenture
     unless specifically stated otherwise in the applicable provisions
     of this Indenture.

               (1)  Private Placement Legend.

                    (1)  Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all Notes issued in
               exchange therefor or substitution thereof) shall bear the
               legend in substantially the following form:

<PAGE>

               "THIS  NOTE  (OR  ITS PREDECESSOR)  HAS  NOT  BEEN
               REGISTERED UNDER THE U.S. SECURITIES ACT OF  1933,
               AS    AMENDED   (THE   "SECURITIES   ACT"),   AND,
               ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED  OR
               OTHERWISE TRANSFERRED WITHIN THE UNITED STATES  OR
               TO,  OR  FOR  THE  ACCOUNT  OR  BENEFIT  OF,  U.S.
               PERSONS,  EXCEPT  AS  SET  FORTH  BELOW.  BY   ITS
               ACQUISITION  HEREOF  OR OF A  BENEFICIAL  INTEREST
               HEREIN, THE HOLDER:

               (1)  REPRESENTS  THAT, IN CONNECTION  WITH  EXEMPT
               RESALES  OF THE NOTES BY WARBURG DILLON  READ  LLC
               AND    ABN   AMRO   INCORPORATED   (THE   "INITIAL
               PURCHASERS"), (A) IT IS A "QUALIFIED INSTITUTIONAL
               BUYER"   (AS  DEFINED  IN  RULE  144A  UNDER   THE
               SECURITIES  ACT) (A "QIB") OR (B) IT IS  ACQUIRING
               THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
               WITH REGULATION S UNDER THE SECURITIES ACT;

               (2)   AGREES THAT, IN CONNECTION WITH RESALES  AND
               TRANSFERS  OF THE NOTES OTHER THAN EXEMPT  RESALES
               OF  THE NOTES BY THE INITIAL PURCHASERS,  IT  WILL
               NOT  RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
               (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
               TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
               A  QIB  PURCHASING FOR ITS OWN ACCOUNT OR FOR  THE
               ACCOUNT  OF  A  QIB IN A TRANSACTION  MEETING  THE
               REQUIREMENTS  OF  RULE 144A, (C)  IN  AN  OFFSHORE
               TRANSACTION MEETING THE REQUIREMENTS OF  RULE  903
               OR  904 OF REGULATION S UNDER THE SECURITIES  ACT,
               (D)  IN A TRANSACTION MEETING THE REQUIREMENTS  OF
               RULE  144  UNDER  THE SECURITIES ACT,  (E)  TO  AN
               INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
               RULE  501(A)(1), (2), (3) OR (7) OF  REGULATION  D
               UNDER  THE  SECURITIES ACT) THAT,  PRIOR  TO  SUCH
               TRANSFER,  FURNISHES THE TRUSTEE A  SIGNED  LETTER
               CONTAINING  CERTAIN REPRESENTATIONS AND AGREEMENTS
               RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF
               WHICH  CAN BE OBTAINED FROM THE TRUSTEE)  AND,  IF
               SUCH  TRANSFER  IS  IN  RESPECT  OF  AN  AGGREGATE
               PRINCIPAL  AMOUNT OF NOTES LESS THAN $250,000,  AN
               OPINION  OF COUNSEL ACCEPTABLE TO THE ISSUER  THAT
               SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
               ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
               THE  REGISTRATION REQUIREMENTS OF  THE  SECURITIES
               ACT   (AND  BASED  UPON  AN  OPINION  OF   COUNSEL
               ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT  TO  AN
               EFFECTIVE  REGISTRATION  STATEMENT  AND,  IN  EACH
               CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
               LAWS  OF  ANY  STATE OF THE UNITED STATES  OR  ANY
               OTHER APPLICABLE JURISDICTION; AND

               (3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO
               WHOM   THIS   NOTE  OR  AN  INTEREST   HEREIN   IS
               TRANSFERRED A NOTICE SUBSTANTIALLY TO  THE  EFFECT
               OF THIS LEGEND.

               AS  USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
               "U.S.   PERSON"  AND  "UNITED  STATES"  HAVE   THE
               MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
               UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
               PROVISION  REQUIRING  THE  TRUSTEE  TO  REFUSE  TO
               REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF
               THE FOREGOING."

                    (2)  Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraphs (b)(iv),
               (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
               of this Section 2.6 (and all Notes issued in exchange therefor
               or substitution thereof) shall not bear the Private Placement
               Legend.

<PAGE>

               (2)  Global Note Legend. To the extent required by the
          Depositary, each Global Note shall bear legends in substantially
          the following forms:

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
          IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
          CUSTODY  FOR  THE  BENEFIT  OF  THE  BENEFICIAL  OWNERS
          HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
          CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
          NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
          2.6  OF  THE  INDENTURE, (II) THIS GLOBAL NOTE  MAY  BE
          EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO  SECTION
          2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY  BE
          DELIVERED  TO THE TRUSTEE FOR CANCELLATION PURSUANT  TO
          SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
          MAY  BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH  THE
          PRIOR WRITTEN CONSENT OF THE COMPANY."

          "UNLESS  AND UNTIL IT IS EXCHANGED IN WHOLE OR IN  PART
          FOR  NOTES  IN DEFINITIVE FORM, THIS NOTE  MAY  NOT  BE
          TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY  TO  A
          NOMINEE  OF  THE  DEPOSITARY OR BY  A  NOMINEE  OF  THE
          DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF  THE
          DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE  TO
          A  SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH  SUCCESSOR
          DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
          AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY   TRUST
          COMPANY  (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
          TO  THE  COMPANY  OR  ITS  AGENT  FOR  REGISTRATION  OF
          TRANSFER,  EXCHANGE  OR PAYMENT,  AND  ANY  CERTIFICATE
          ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR  SUCH
          OTHER  NAME  AS  MAY  BE  REQUESTED  BY  AN  AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO  CEDE
          &  CO.  OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY  AN
          AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
          OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
          PERSON  IS  WRONGFUL INASMUCH AS THE  REGISTERED  OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

               (3)  Reg S Temporary Global Note Legend.  To the extent
          required by the Depositary, each Reg S Temporary Global Note
          shall bear a legend in substantially the following form:

          "THE  RIGHTS  ATTACHING TO THIS REGULATION S  TEMPORARY
          GLOBAL   NOTE,   AND  THE  CONDITIONS  AND   PROCEDURES
          GOVERNING  ITS  EXCHANGE FOR DEFINITIVE NOTES,  ARE  AS
          SPECIFIED   IN  THE  INDENTURE  (AS  DEFINED   HEREIN).
          NEITHER  THE HOLDER NOR THE BENEFICIAL OWNERS  OF  THIS
          REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
          RECEIVE  CASH  PAYMENTS OF INTEREST DURING  THE  PERIOD
          WHICH  SUCH  HOLDER HOLDS THIS NOTE.  NOTHING  IN  THIS
          LEGEND  SHALL  BE  DEEMED  TO  PREVENT  INTEREST   FROM
          ACCRUING ON THIS NOTE."

          (8)  Cancellation and/or Adjustment of Global Notes.  At such
     time as all beneficial interests in a particular Global Note have
     been exchanged for Definitive Notes or a particular Global Note
     has been redeemed, repurchased or cancelled in whole and not in
     part, each such Global Note shall be returned to or retained and
     cancelled by the Trustee in accordance with Section 2.11 hereof.
     At  any  time prior to such cancellation, if any  beneficial
     interest in a Global Note is exchanged for or transferred to a
     Person who will take delivery thereof in the form of a beneficial
     interest in another Global Note or for Definitive Notes, the
     principal amount of Notes represented by such Global Note shall
     be reduced accordingly and an endorsement shall be made on such
     Global Note by the Trustee or by the Depositary at the direction
     of the Trustee to reflect such reduction; and if the beneficial
     interest is being exchanged for or transferred to a Person who
     will take delivery thereof in the form of a beneficial interest
     in another Global Note, such other Global Note shall be

<PAGE>

     increased accordingly and an endorsement shall be made on such Global
     Note by  the Trustee or by the Depositary at the direction of the
     Trustee to reflect such increase.

          (9)  General Provisions Relating to Transfers and Exchanges.

               (1)  To permit registrations of transfers and exchanges, the
          Company shall execute and the Trustee shall authenticate Global
          Notes and Definitive Notes upon receipt of an Authentication
          Order.

               (2)  No service charge shall be made to a holder of a beneficial
          interest in a Global Note or to a Holder of a Definitive Note for
          any registration of transfer or exchange, but the Company may
          require payment of a sum sufficient to cover any transfer tax or
          similar governmental charge payable in connection therewith
          (other than any such transfer taxes or similar governmental
          charge payable upon exchange or transfer pursuant to Sections
          2.10, 3.6, 4.12, 4.13 and 9.5 hereof).

               (3)  The Registrar shall not be required to register the
          transfer of or exchange any Note selected for redemption in whole or
          in part, except the unredeemed portion of any Note being redeemed in
          part.

               (4)  All Global Notes and Definitive Notes issued upon any
          registration of transfer or exchange of Global Notes or
          Definitive Notes shall be the valid obligations of the Company,
          evidencing the same Indebtedness, and entitled to the same
          benefits under this Indenture, as the Global Notes or Definitive
          Notes surrendered upon such registration of transfer or exchange.

               (5)  The Company shall not be required (A) to issue, to register
          the transfer of or to exchange any Notes during a period
          beginning at the opening of business 15 days before the day of
          any selection of Notes for redemption under Section 3.2 hereof
          and ending at the close of business on the day of selection, (B)
          to register the transfer of or to exchange any Note so selected
          for redemption in whole or in part, except the unredeemed portion
          of any Note being redeemed in part or (C) to register the
          transfer of or to exchange a Note between a Record Date and the
          next succeeding Interest Payment Date.

               (6)  Prior to due presentment for the registration of a transfer
          of any Note, the Trustee, any Agent and the Company may deem and
          treat the Person in whose name any Note is registered as the
          absolute owner of such Note for the purpose of receiving payment
          of principal of and interest on such Notes and for all other
          purposes, and none of the Trustee, any Agent or the Company shall
          be affected by notice to the contrary.

               (7)  The Trustee shall authenticate Global Notes and Definitive
          Notes in accordance with the provisions of Section 2.2 hereof.

               (8)  All certifications, certificates and Opinions of Counsel
          required to be submitted to the Registrar pursuant to this
          Section 2.6 to effect a registration of transfer or exchange may
          be submitted by facsimile.

          Notwithstanding anything herein to the contrary, as  to
     any   certifications  and  certificates  delivered  to   the
     Registrar  pursuant  to this Section  2.6,  the  Registrar's
     duties  shall  be  limited  to  confirming  that  any   such
     certifications and certificates delivered to it are  in  the
     form  of  Exhibits  A,  B,  C and D  attached  hereto.   The
     Registrar shall not be responsible for confirming the  truth
     or   accuracy   of   representations  made   in   any   such
     certifications or certificates.

<PAGE>

Section 1.11   Replacement Notes.

     If  any mutilated Note is surrendered to the Trustee or  the
Company and the Trustee receives evidence to its satisfaction  of
the  destruction,  loss or theft of any Note, the  Company  shall
issue  and the Trustee, upon receipt of an Authentication  Order,
shall   authenticate  a  replacement  Note   if   the   Trustee's
requirements are met.  If required by the Trustee or the Company,
an  indemnity  bond  must  be supplied  by  the  Holder  that  is
sufficient in both the judgment of the Trustee and the Company to
protect   the   Company,  the  Trustee,   any   Agent   and   any
authenticating agent from any loss that any of them may suffer if
a  Note is replaced.  The Company may charge for its expenses  in
replacing  a  Note.   Every replacement  Note  is  an  additional
obligation  of the Company and shall be entitled to  all  of  the
benefits  of this Indenture equally and proportionately with  all
other Notes duly issued hereunder.

Section 1.12   Outstanding Notes.

     The  Notes  outstanding  at  any  time  are  all  the  Notes
authenticated by the Trustee (including any Note represented by a
Global Note) except for those cancelled by it, those delivered to
it for cancellation, those reductions in the interest in a Global
Note  effected  by the Trustee in accordance with the  provisions
hereof,  and  those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not  cease
to  be  outstanding because the Company or an  Affiliate  of  the
Company  holds  the  Note.   If a Note is  replaced  pursuant  to
Section  2.7  hereof, such Note, together with the  Guarantee  of
that  particular Note endorsed thereon, ceases to be  outstanding
unless  the  Trustee receives proof satisfactory to it  that  the
replaced Note is held by a bona fide purchaser.  If the principal
amount  of any Note is considered paid under Section 4.1  hereof,
it  ceases to be outstanding and interest on it ceases to accrue.
If  the Paying Agent (other than the Company, a Subsidiary or  an
Affiliate  of  any thereof) holds, on a redemption  date  or  the
maturity  date,  money sufficient to pay Notes  payable  on  that
date,  then on and after that date such Notes shall be deemed  to
be no longer outstanding and shall cease to accrue interest.
Section 1.13   Treasury Notes.

     In determining whether the Holders of the required principal
amount  of  Notes  have  concurred in any  direction,  waiver  or
consent, Notes owned by the Company, or by any Person directly or
indirectly  controlling  or controlled  by  or  under  direct  or
indirect common control with the Company, shall be considered  as
though   not  outstanding,  except  that  for  the  purposes   of
determining whether the Trustee shall be protected in relying  on
any  such  direction,  waiver or consent,  only  Notes  that  the
Trustee knows are so owned shall be so disregarded.

Section 1.14   Temporary Notes.

     Until   certificates  representing  Notes  are   ready   for
delivery,  the Company may prepare and the Trustee, upon  receipt
of  an  Authentication Order, shall authenticate temporary Notes.
Temporary  Notes shall be substantially in the form of Definitive
Notes   but  may  have  variations  that  the  Company  considers
appropriate  for  temporary  Notes and  as  shall  be  reasonably
acceptable  to  the  Trustee.  Without  unreasonable  delay,  the
Company   shall  prepare  and  the  Trustee  shall   authenticate
Definitive  Notes  in exchange for temporary Notes.   Holders  of
temporary Notes shall be entitled to all of the benefits of  this
Indenture.

Section 1.15   Cancellation.

     The Company at any time may deliver Notes to the Trustee for
cancellation.   The Registrar and Paying Agent shall  forward  to
the  Trustee  any  Notes surrendered to them for registration  of
transfer,  exchange or payment.  The Trustee,  and  no  one  else
shall  cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall  destroy
cancelled  Notes (subject to the record retention requirement  of
the  Exchange  Act).   Certification of the  destruction  of  all
cancelled  Notes

<PAGE>

shall be delivered to the Company.   Subject  to Section  2.7  hereof,  the
Company may not  issue  new  Notes  to replace Notes that it has paid or that
have been delivered to the Trustee for cancellation.

Section 1.16   Defaulted Interest.

     Any  interest  on  any  Note which is payable,  but  is  not
punctually  paid  or duly provided for, on any  Interest  Payment
Date  plus,  to  the extent lawful, any interest payable  on  the
defaulted  interest  at the rate and in the  manner  provided  in
Section  4.1  hereof  and in the Note (herein  called  "Defaulted
Interest")  shall forthwith cease to be payable to the registered
holder  on the relevant Record Date, and such Defaulted  Interest
may  be  paid  by the Company, at its election in each  case,  as
provided in clause (a) or (b) below:

          (1)  The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Notes are registered
     at the close of business on a Special Record Date for the payment
     of such Defaulted Interest, which shall be fixed in the following
     manner.  The Company shall notify the Trustee and the Paying
     Agent in writing of the amount of Defaulted Interest proposed to
     be paid on each Note and the date of the proposed payment, and at
     the same time the Company shall deposit with the Paying Agent an
     amount of cash equal to the aggregate amount proposed to be paid
     in respect of such Defaulted Interest or shall make arrangements
     reasonably satisfactory to the Paying Agent for such deposit
     prior  to  the date of the proposed payment, such cash  when
     deposited to be held in trust for the benefit of the Persons
     entitled to such Defaulted Interest as provided in this clause
     (a).  Thereupon the Paying Agent shall fix a "Special Record
     Date" for the payment of such Defaulted Interest which shall be
     not more than 15 days and not less than 10 days prior to the date
     of  the proposed payment and not less than 10 days after the
     receipt  by  the Paying Agent of the notice of the  proposed
     payment.  The Paying Agent shall promptly notify the Company and
     the Trustee of such Special Record Date and, in the name and at
     the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to  each
     Holder  at  its  address as it appears in the Note  register
     maintained by the Registrar not less than 10 days prior to such
     Special Record Date.  Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor having
     been mailed as aforesaid, such Defaulted Interest shall be paid
     to the persons in whose names the Notes (or their respective
     predecessor Notes) are registered on such Special Record Date and
     shall no longer be payable pursuant to the following clause (b).

          (2)  The Company may make payment of any Defaulted Interest 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 Company to the Trustee and the Paying Agent
     of the proposed payment pursuant to this clause, such manner
     shall be deemed practicable by the Trustee and the Paying Agent.

     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 interest accrued and unpaid, and to accrue,  which
were carried by such other Note.

Section 1.17   CUSIP Numbers.

     The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers  in  notices of redemption as a convenience  to  Holders;
provided,  that  any such notice may state that no representation
is  made  as to the correctness of such numbers either as printed
on  the  Notes or as contained in any notice of a redemption  and
that  reliance  may  be  placed only on the other  identification
numbers  printed on the Notes, and any such redemption shall  not
be  affected  by any defect in or omission of such numbers.   The
Company  will  promptly notify the Trustee of any change  in  the
"CUSIP" numbers.

<PAGE>


                           ARTICLE III
                           REDEMPTION

Section 1.18   Notices to Trustee.

     If  the  Company  elects  to redeem Notes  pursuant  to  the
redemption provisions of Section 3.7 hereof, it shall furnish  to
the  Trustee,  at  least  30 days (unless  a  shorter  period  is
acceptable  to the Trustee) but not more than 60 days  (unless  a
longer  period is acceptable to the Trustee) before a  redemption
date,  an  Officers' Certificate setting forth (a) the clause  of
this Indenture pursuant to which the redemption shall occur,  (b)
the  redemption  date, (c) the principal amount of  Notes  to  be
redeemed and (d) the redemption price.

Section 1.19   Selection of Notes to be Redeemed.

          (1)  If less than all of the Notes are to be redeemed at any
     time, the Trustee shall select the Notes or portions thereof to
     be redeemed among the Holders of the Notes in compliance with the
     requirements of the principal national securities exchange, if
     any, on which the Notes are listed or, if the Notes are not so
     listed, on a pro rata basis, by lot or in accordance with any
     other method the Trustee considers appropriate and fair.  Any
     such determination shall be conclusive.  In the event of partial
     redemption by lot, the particular Notes to be redeemed shall be
     selected, unless otherwise provided herein, not less than 30 days
     nor more than 60 days prior to the redemption date by the Trustee
     from the outstanding Notes not previously called for redemption.

          (2)  The Trustee shall promptly notify the Company in writing of
     the Notes selected for redemption and, in the case of any Note
     selected for partial redemption, the principal amount thereof to
     be redeemed.  The Notes may be redeemed in part in multiples of
     $1,000 only.  Notes and portions of Notes in denominations of
     larger than $1,000 selected shall be in amounts of $1,000 or
     integral multiples of $1,000; except that if all of the Notes of
     a Holder are to be redeemed, the entire outstanding amount of
     Notes held by such Holder, even if not an integral multiple of
     $1,000, shall be redeemed.  Except as provided in the preceding
     sentence, provisions of this Indenture that apply to Notes called
     for  redemption also apply to portions of Notes  called  for
     redemption.

Section 1.20   Notice of Redemption.

          (1)  Subject to the provisions of Section 3.7 hereof, at least
     30 days but not more than 60 days before a redemption date, the
     Company shall mail or cause to be mailed, by first class mail, a
     notice  of redemption to each Holder whose Notes are  to  be
     redeemed at its registered address.

          (2)  The notice shall identify the Notes to be redeemed and shall
     state:

               (1)  the redemption date;

               (2)  the redemption price;

               (3)  if any Note is being redeemed in part, the portion of the
          principal amount equal to the unredeemed portion thereof and
          that, after the redemption date upon surrender of such Note, a
          new Note or Notes in principal amount equal to the unredeemed
          portion shall be issued upon cancellation of the original Note;

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

<PAGE>

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

               (6)  that, unless the Company defaults in making such redemption
          payment, interest on Notes or portions thereof called for
          redemption ceases to accrue on and after the redemption date;

               (7)  the paragraph of the Notes and/or Section of this Indenture
          pursuant to which the Notes or portions thereof called for
          redemption are being redeemed; and

               (8)  that no representation is made as to the correctness or
          accuracy of the CUSIP number, if any, listed in such notice or
          printed on the Notes.

          (3)  At the written request of the Company, the Trustee shall
     give the notice of redemption in the Company's name and at its
     expense.

Section 1.21   Effect of Notice of Redemption.

     Once  notice  of  redemption is mailed  in  accordance  with
Section   3.3   hereof,  Notes  called  for   redemption   become
irrevocably  due  and  payable on  the  redemption  date  at  the
redemption price.  A notice of redemption may not be conditional.

Section 1.22   Deposit of Redemption Price.

     On  or  prior  to  the redemption date,  the  Company  shall
deposit  with  the  Trustee or with the Paying Agent  immediately
available  funds sufficient to pay the redemption  price  of  and
accrued  and unpaid interest (and Liquidated Damages, if any)  on
all Notes to be redeemed on that date.  The Trustee or the Paying
Agent  shall  promptly return to the Company any money  deposited
with the Trustee or the Paying Agent by the Company in excess  of
the amounts necessary to pay the redemption price of, and accrued
and  unpaid  interest (and Liquidated Damages, if  any)  on,  all
Notes to be redeemed.

     If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease
to  accrue  on  the  Notes or the portions of  Notes  called  for
redemption.  If a Note is redeemed on or after an interest Record
Date  but on or prior to the related Interest Payment Date,  then
any  accrued and unpaid interest (and Liquidated Damages, if any)
shall  be  paid  to  the  Person in  whose  name  such  Note  was
registered at the close of business on such Record Date.  If  any
Note  called  for redemption shall not be so paid upon  surrender
for  redemption because of the failure of the Company  to  comply
with  the  preceding paragraph, interest shall  be  paid  on  the
unpaid  principal, from the redemption date until such  principal
is  paid,  and to the extent lawful on any interest not  paid  on
such  unpaid principal, in each case at the rate provided in  the
Notes and in Section 4.1 hereof.

Section 1.23   Notes Redeemed in Part.

     Upon  surrender  of  a Note that is redeemed  in  part,  the
Company shall issue and, upon receipt of an Authentication Order,
the  Trustee shall authenticate for the Holder at the expense  of
the  Company  a  new  Note  equal  in  principal  amount  to  the
unredeemed portion of the Note surrendered.

Section 1.24   Optional Redemption.

     Except  as  set forth below in this Section 3.7,  the  Notes
shall not be redeemable by the Company.

<PAGE>

          (1)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time prior to February 15,
     2004, at a redemption price equal to 100% of the principal amount
     thereof plus the Applicable Premium as of, and accrued and unpaid
     interest and Liquidated Damages, if any, thereon to, the date of
     redemption of the Notes ("Redemption Date").

          (2)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time on or after February
     15,  2004, at the following redemption prices (expressed  as
     percentages of the principal amount) if redeemed during  the
     12-month period commencing February 15 of the years indicated
     below, in each case (subject to the right of Holders of record on
     a Record Date to receive the corresponding interest due (and the
     corresponding Liquidated Damages, if any) on the corresponding
     Interest Payment Date that is on or prior to such redemption
     date) together with accrued and unpaid interest and Liquidated
     Damages, if any, thereon to the redemption date:


     Year                      Percentage


     2004                        105.813%

     2005                        102.906%

     2006                        100.000%

     2007 and thereafter         100.000%

          (3)  Notwithstanding the provisions of clause (a) of this Section
     3.7, at any time or from time to time prior to February 15, 2003,
     upon any sale of the common stock of the Company, up to 35% of
     the aggregate principal amount of the Notes originally issued
     under   this Indenture may be redeemed at the option of  the
     Company within 90 days of such sale, on not less than 30 days,
     but not more than 60 days, prior notice to each Holder of the
     Notes to be redeemed, with cash from the Net Cash Proceeds of
     such  sale, at a redemption price equal to 111.625%  of  the
     principal amount thereof (subject to the right of Holders of
     record on a Record Date to receive the corresponding interest
     (and the corresponding Liquidated Damages, if any) due on the
     Interest Payment Date that is on or prior to such redemption
     date) together with accrued and unpaid interest and Liquidated
     Damages, if any, thereon to the redemption date;  provided, that
     immediately following such redemption not less than 65% of the
     aggregate  principal amount of the Notes  originally  issued
     pursuant to this Indenture remain outstanding.

          (4)  Any redemption pursuant to this Section 3.7 shall be made
     pursuant to the provisions of Sections 3.1 through 3.6 hereof.


                           ARTICLE IV
                            COVENANTS

Section 1.25   Payment of Notes.

          (1)  The Company shall pay or cause to be paid the principal of,
     premium, if any, and interest on the Notes on the dates and in
     the manner provided in the Notes. Principal, premium, if any, and
     interest shall be considered paid on the date due if the Paying
     Agent, if other than the Company or a Subsidiary thereof, holds
     as of 12:00 noon Eastern time on the due date money deposited by
     the Company in immediately available funds and designated for and
     sufficient to pay all principal, premium, if any, and interest
     then due.  The Company shall pay all Liquidated

<PAGE>

     Damages, if any, in the same manner on the dates and in the amounts set
     forth in the Registration Rights Agreement and herein.

          (2)  The Company shall pay interest (including Accrued Bankruptcy
     Interest in any proceeding under any Bankruptcy Law) on overdue
     principal at the then applicable interest rate on the Notes to
     the  extent lawful; it shall pay interest (including Accrued
     Bankruptcy Interest in any proceeding under any Bankruptcy Law)
     on overdue installments of interest and Liquidated Damages, if
     any, (without regard to any applicable grace period) at the same
     rate to the extent lawful.

Section 1.26   Maintenance of Office or Agency.

          (1)  The Company shall maintain in the Borough of Manhattan, The
     City of New York, an office or agency (which may be an office of
     the  Trustee  or an affiliate of the Trustee,  Registrar  or
     co-registrar) where Notes may be surrendered for registration of
     transfer or for exchange and where notices and demands to or upon
     the Company in respect of the Notes and this Indenture may be
     served.  The Company shall give prompt written notice to the
     Trustee of the location, and any change in the location, of such
     office or agency.  If at any time the Company shall fail  to
     maintain any such required 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.

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

          (3)  The Company hereby designates the Corporate Trust Office as
     one  such office or agency of the Company in accordance with
     Section 2.3 hereof.

Section 1.27   SEC Reports and Reports to Holders.

          (1)  Whether or not the Company is subject to the reporting
     requirements of Section 13 or 15(d) of the Exchange Act, the
     Company will deliver to the Trustee and to each Holder and to
     prospective purchasers of Notes identified to the Company by an
     Initial Purchaser, at the time the Company is or would have been
     (if  the Company were subject to such reporting obligations)
     required to file such with the Commission, such annual reports
     and  such  information, documents and other reports  as  are
     specified in Sections 13 and 15(d) of the Exchange Act, if the
     Company were subject to the requirements of Section 13 or 15(d)
     of  the  Exchange  Act, including, with  respect  to  annual
     information only, a report thereon by the certified independent
     public accountants of the Company as such would be required in
     such reports to the Commission, and, in each case, together with
     a management's discussion and analysis of financial condition and
     results of operations which would be so required and, unless the
     Commission will not accept such reports, file with the Commission
     the annual, quarterly and other reports which it is or would have
     been required to file with the Commission.

          (2)  For so long as any Transfer Restricted Notes remain
     outstanding,  the Company shall make available (which  shall
     include  filings  by EDGAR) to all Holders  and  prospective
     purchasers, upon their request, the information required to be
     delivered pursuant to Rule 144A(d)(4) under the Securities Act.

<PAGE>

Section 1.28   Compliance Certificate.

          (1)  The Company shall deliver to the Trustee, within 120 days
     after  the end of each fiscal year, an Officers' Certificate
     stating that a review of the activities of the Company and its
     Subsidiaries during the preceding fiscal year has been made under
     the  supervision  of the signing Officers  with  a  view  to
     determining whether the Company and its Subsidiaries have kept,
     observed, performed and fulfilled their obligations under this
     Indenture, and further stating, as to each such Officer signing
     such certificate, that to the best of his or her knowledge the
     Company  and  its  Subsidiaries are not in  default  in  the
     performance or observance of any of the terms, provisions and
     conditions of this Indenture (or, if a Default or  Event  of
     Default shall have occurred and be continuing, describing all
     such Defaults or Events of Default of which he or she may have
     knowledge and what action the Company is taking or proposes to
     take with respect thereto) and that to the best of his or her
     knowledge no event has occurred and remains in existence  by
     reason of which payments on account of the principal  of  or
     interest, if any, on the Notes is prohibited or if such event has
     occurred, a description of the event and what action the Company
     is taking or proposes to take with respect thereto.  The Company
     shall provide the Trustee with timely written notice of  any
     change in its fiscal year end, which is currently December 31.

          (2)  The Company shall, so long as any of the Notes are
     outstanding, deliver to the Trustee, promptly upon becoming aware
     of any Default or Event of Default, an Officers' Certificate
     specifying such Default or Event of Default and what action the
     Company is taking or proposes to take with respect thereto.
(1)
Section 1.29   Taxes.

     The   Company  shall  pay,  and  shall  cause  each  of  its
Subsidiaries  to  pay, prior to delinquency, all material  taxes,
assessments, and governmental levies except such as are contested
in good faith and by appropriate proceedings or where the failure
to  effect such payment would not have a material adverse  effect
on the ability of the Company and any Guarantors to satisfy their
obligations under the Notes, any Guarantees and this Indenture.

Section 1.30   Stay, Extension and Usury Laws.

     The Company covenants (to the extent that it may lawfully do
so)  that it shall not at any time insist upon, plead, or in  any
manner whatsoever claim or take the benefit or advantage of,  any
stay, extension or usury law wherever enacted, now or at any time
hereafter  in  force,  that  may  affect  the  covenants  or  the
performance  of  this Indenture; and the Company (to  the  extent
that  it  may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution  of
any  power  herein granted to the Trustee, but shall  suffer  and
permit  the execution of every such power as though no  such  law
has been enacted.

Section   1.31     Limitation   on   Incurrence   of   Additional
     Indebtedness and Disqualified Capital Stock.

          (1)  Except as set forth in this Section 4.7, the Company shall
     not, and shall not permit any of its Subsidiaries to, directly or
     indirectly, issue, assume, guaranty, incur, become directly or
     indirectly  liable  with  respect to,  or  otherwise  become
     responsible for, contingently or otherwise (individually and
     collectively, to "incur" or, as appropriate, an "incurrence"),
     any  Indebtedness (including Disqualified Capital Stock  and
     Acquired Indebtedness).  Notwithstanding the foregoing if (i) no
     Default or Event of Default shall have occurred and be continuing
     at the time of, or would occur after giving effect on a  pro
     forma basis to, such incurrence of Indebtedness and (ii) on the
     date of such incurrence (the "Incurrence Date"), the Consolidated
     Coverage  Ratio  of  the Company for  the  Reference  Period
     immediately preceding the Incurrence Date, after giving effect on
     a  pro

<PAGE>

     forma basis to such incurrence of such Indebtedness and,
     to  the  extent set forth in the definition of  Consolidated
     Coverage Ratio, the use of proceeds thereof, would be at least
     2.25 to 1.00 (the "Debt Incurrence Ratio"), then the Company and
     its   Guarantors  may  incur  such  Indebtedness  (including
     Disqualified Capital Stock).

          (2)  The foregoing limitations will not apply to:

               (1)  the incurrence by the Company or any Subsidiary of Purchase
          Money Indebtedness;  provided, that

                    (1)  the aggregate amount of such Indebtedness incurred and
               outstanding at any time pursuant to this paragraph (i) (plus any
               Refinancing Indebtedness issued to retire, defease, refinance,
               replace or refund such Indebtedness) shall not exceed
               $15,000,000 (or the equivalent thereof, at the time of
               incurrence, in the applicable foreign currency), and

                    (2)  in each case, such Indebtedness shall not constitute
               more than 100% of the cost to the Company or to such Subsidiary
               (determined in accordance with GAAP), as applicable, of the
               property so purchased, constructed, improved or leased;

               (2)  the incurrence by the Company or any Guarantor of
          Indebtedness in an aggregate amount incurred and outstanding at
          any time pursuant to this paragraph (ii) (plus any Refinancing
          Indebtedness incurred to retire, defease, refinance, replace or
          refund such Indebtedness) of up to $20,000,000 (or the equivalent
          thereof, at the time of incurrence, in the applicable foreign
          currencies);

               (3)  the incurrence by the Company or any Guarantor of
          Indebtedness pursuant to the Credit Agreement in an aggregate
          amount incurred and outstanding at any time pursuant to this
          paragraph (iii) (plus any Refinancing Indebtedness incurred to
          retire, defease, refinance, replace or refund such Indebtedness)
          of up to $180,000,000, minus the amount of any such Indebtedness
          (A) retired with the Net Cash Proceeds from any Asset Sale
          applied to permanently reduce the outstanding amounts or the
          commitments with respect to such Indebtedness pursuant to clause
          (i)(B)(2) of paragraph (a) of Section 4.12 or (B) assumed by a
          transferee in an Asset Sale;

               (4)  the incurrence by the Subsidiaries of the Company that are
          not Guarantors of Indebtedness so long as, immediately after
          giving effect thereto, the aggregate principal amount of any such
          Indebtedness incurred and outstanding pursuant to this clause
          (iv) (plus any Refinancing Indebtedness incurred to retire,
          defease, refinance, replace or refund such Indebtedness) does not
          exceed 10% of the consolidated total assets of the Company;

               (5)  the incurrence by the Company and its Subsidiaries of
          Indebtedness evidenced by the Notes and the Exchange Notes issued
          pursuant to this Indenture up to the amounts being issued on the
          Issue Date;

               (6)  the incurrence by the Company and any Guarantor of
          Refinancing Indebtedness with respect to any Indebtedness
          (including Disqualified Capital Stock), described in clause (v)
          above, or this clause (vi) or clause (xii) below (less the amount
          of any such Existing Indebtedness repaid on or after the Issue
          Date), or incurred pursuant to the Debt Incurrence Ratio or which
          was refinanced pursuant to this clause (vi);

<PAGE>

               (7)  the incurrence by the Company and any Guarantor of
          Indebtedness solely in respect of bankers' acceptances, letters
          of credit and performance bonds (to the extent that such
          incurrence does not result in the incurrence of any obligation to
          repay any obligation relating to borrowed money of others), all
          in the ordinary course of business in accordance with customary
          industry practices, in amounts and for the purposes customary in
          the industry of the Company;  provided, that the aggregate
          principal amount outstanding of such Indebtedness (including any
          Refinancing Indebtedness and any other Indebtedness issued to
          retire, refinance, refund, defease or replace such Indebtedness)
          shall at no time exceed $10,000,000;

               (8)  the incurrence by the Company and its Subsidiaries of
          Indebtedness represented by performance bonds and letters of
          credit for the account of the Company or any such Subsidiary, as
          the case may be, in order to provide security for Value Added Tax
          (VAT) or customs obligations under bonds posted to a governmental
          authority, security for workers' compensation claims and payment
          obligations in connection with self-insurance, in each case, that
          are incurred in the ordinary course of business in accordance
          with customary industry practice in amounts, and for the
          purposes, customary in the Company's industry;

               (9)  the incurrence by the Company of Indebtedness owed to
          (borrowed from) any Subsidiary of the Company, and any Subsidiary
          of the Company may incur Indebtedness owed to (borrowed from) any
          other Subsidiary of the Company or the Company;  provided, that
          in any case where the Company is the obligor, such obligations
          shall be unsecured and contractually subordinated in all respects
          to the obligations of the Company pursuant to the Notes, and any
          event that causes such Subsidiary no longer to be a Subsidiary
          (including by designation to be an Unrestricted Subsidiary) shall
          be deemed to be a new incurrence subject to this covenant;

               (10) the guaranty by any Subsidiary of the Company of
          Indebtedness of the Company or of another Subsidiary that was
          permitted  to  be incurred pursuant to this  Indenture,
          substantially concurrently with such incurrence or at the time
          such Person becomes a Subsidiary;  provided, that a Guarantor
          cannot guarantee debt of a Subsidiary that is not a Guarantor;

               (11) the incurrence by the Company and its Subsidiaries of
          Interest Swap and Hedging Obligations that are incurred for the
          purpose of fixing or hedging interest rate or currency risk with
          respect to any fixed or floating rate Indebtedness that is
          permitted by this Indenture to be outstanding or any receivable
          or liability the payment of which is determined by reference to a
          foreign currency;  provided, that the notional amount of any such
          Interest Swap and Hedging Obligation does not exceed the
          principal amount of Indebtedness to which such Interest Swap and
          Hedging Obligation relates;

               (12) the incurrence by the Company and its Subsidiaries of
          Existing Indebtedness;

               (13) the incurrence by the Company of Indebtedness arising from
          agreements of the Company or its Subsidiaries providing for
          indemnification, adjustment of purchase price or similar
          obligations, in each case, incurred or assumed in connection with
          the disposition of any business, assets or a Subsidiary of the
          Company otherwise permitted by this Indenture;

<PAGE>

               (14) the accrual of interest, accretion or amortization of
          original issue discount, the payment of interest on any
          Indebtedness in the form of additional Indebtedness with the same
          terms, and the payment of dividends on Disqualified Stock in the
          form of additional shares of the same class of Disqualified
          Stock;  provided, that in each such case, that the amount thereof
          is included in Consolidated Fixed Charges of the Company as
          accrued; and

               (15) the incurrence by the Company and its Subsidiaries of
          Indebtedness to the extent the proceeds thereof are used to
          purchase Notes pursuant to a Change of Control offer.

          (3)  Indebtedness (including Disqualified Capital Stock) of any
     Person which is outstanding at the time such Person becomes a
     Subsidiary of the Company (including upon designation of any
     subsidiary or other Person as a Subsidiary) or is merged with or
     into or consolidated with the Company or a Subsidiary of the
     Company shall be deemed to have been incurred at the time such
     Person becomes a Subsidiary of the Company or is merged with or
     into or consolidated with the Company or a Subsidiary of the
     Company, as applicable.

          (4)  Notwithstanding any other provision of this Section 4.7, and
     to avoid duplication only, a guarantee of Indebtedness of the
     Company or a Subsidiary of the Company incurred in accordance
     with  the  terms of this Indenture issued at the  time  such
     Indebtedness was incurred or if later at the time the guarantor
     thereof became a Subsidiary of the Company will not constitute a
     separate incurrence, or amount outstanding, of Indebtedness.
     Upon each incurrence, the Company may designate the provision of
     this Section 4.7 pursuant to which such Indebtedness is being
     incurred  and, at the time of each subsequent incurrence  in
     accordance with this Section 4.7, may reclassify such item of
     Indebtedness (or any part thereof) in any manner that complies
     with the provisions of this Section 4.7.

Section 1.32   Limitation on Liens.

     The  Company  shall  not, and shall not permit  any  of  its
Subsidiaries  to, create, incur, assume or suffer  to  exist  any
Lien  of  any  kind securing Indebtedness, other  than  Permitted
Liens,  upon any of their respective assets now owned or acquired
on  or  after  the  Issue  Date or upon  any  income  or  profits
therefrom   unless   the  Company  provides,   and   causes   its
Subsidiaries to provide, concurrently therewith, that  the  Notes
are  equally  and  ratably so secured;  provided,  that  if  such
Indebtedness is Subordinated Indebtedness, the Lien securing such
Indebtedness shall be subordinate and junior to the Lien securing
the  Notes  with the same relative priority as such  Subordinated
Indebtedness shall have with respect to the Notes.

Section 1.33   Limitations on Restricted Payments.

          (1)  The Company shall not, and shall not permit any of its
     Subsidiaries to, directly or indirectly, make any Restricted
     Payment if, after giving effect to such Restricted Payment on a
     pro forma basis,

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

               (2)  the Company is not permitted to incur at least $1.00 of
          additional Indebtedness pursuant to the Debt Incurrence Ratio in
          Section 4.7, or

               (3)  the aggregate amount of all Restricted Payments made by the
          Company and its Subsidiaries, including after giving effect to
          such proposed Restricted Payment, on and after the Issue Date,
          would exceed, without duplication, the sum of

<PAGE>

                    (1)  50% of the aggregate Consolidated Net Income of the
               Company for the period (taken as one accounting period),
               commencing on the first day of the first full fiscal quarter
               commencing after the Issue Date, to and including the last day
               of the fiscal quarter ended immediately prior to the date of
               each such calculation for which the consolidated financial
               statements of the Company are available (or, in the event the
               Consolidated Net Income of the Company for such period is a
               deficit, then minus 100% of such deficit), plus

                    (2)  the aggregate Net Cash Proceeds received by the
               Company from a Capital Contribution or from the sale of
               Qualified Capital Stock of the Company (other than (1) to one
               of the Company's Subsidiaries and (2) to the extent applied in
               connection with a Qualified Exchange after the Issue Date), plus

                    (3)  except in each case, in order to avoid duplication,
               to the extent any such payment or proceeds have been included
               in the calculation of Consolidated Net Income, an amount equal
               to the net reduction in Investments (other than returns of or
               from Permitted Investments) in any Person resulting from
               distributions on or repayments of any Investments, including
               payments of interest on Indebtedness, dividends, repayments of
               loans or advances, or other distributions or other transfers of
               assets, in each case to the Company or any Subsidiary of the
               Company or from the Net Cash Proceeds from the sale of any such
               Investment (valued in each case as provided in the definition of
               ''Investments''), not to exceed, in each case, the amount of
               Investments previously made by the Company or any Subsidiary of
               the Company in such Person, plus

                    (4)  50% of any cash dividends received by the Company or
               any of its Subsidiaries after the date of this Indenture from an
               Unrestricted Subsidiary, to the extent that such dividends were
               not otherwise included in the Consolidated Net Income of the
               Company for such period, plus

                    (5)  to the extent that any Unrestricted Subsidiary is
               redesignated as a Subsidiary after the date of this Indenture,
               the lesser of (1) the fair market value of the Investment by the
               Company in such Unrestricted Subsidiary as of the date on which
               such Subsidiary was originally designated as an Unrestricted
               Subsidiary (the ''Designation Date'') plus the fair market value
               of any additional Investments in such Unrestricted Subsidiary
               made by the Company after the Designation Date, if any, and (2)
               the fair market value of such Investments as measured on the
               Determination Date, in each case to the extent such amount was
               not otherwise included in Consolidated Net Income of the
               Company.

          (2)  The foregoing clauses (ii) and (iii) of paragraph (a),
     however, will not prohibit:

               (1)  any dividend, distribution or other payments by any
          Subsidiary of the Company on its Equity Interests that is paid
          pro rata to all holders of such Equity Interests;

               (2)  a Qualified Exchange;

               (3)  the payment of any dividend on Qualified Capital Stock
          within 60 days after the date of its declaration if such dividend
          could have been made on the date of such declaration in
          compliance with the foregoing provisions;

<PAGE>

               (4)  repurchases of the Capital Stock of the Company deemed to
          occur on the exercise of stock options;

               (5)  payments in lieu of fractional shares not to exceed
          $2,000,000 in the aggregate;

               (6)  repurchases of Capital Stock of the Company in accordance
          with a repurchase program that is approved and adopted by the
          Board of Directors of the Company and whose primary purpose is to
          provide Capital Stock to satisfy the obligations of the Company
          under stock option plans and employee stock purchase plans not to
          exceed $4,000,000 in the aggregate;

               (7)  that portion of Investments the payment for which consists
          exclusively of the Equity Interests of the Company (other than
          Disqualified Stock); or

               (8)  other Restricted Payments not to exceed $20,000,000 in the
          aggregate.

          (3)  The full amount of any Restricted Payment made pursuant to
     the foregoing clauses (i), (iii), (v), (vi), and (viii) (but not
     pursuant to clause (ii), (iv) and (vii)) of paragraph (b) above,
     however, will be counted as Restricted Payments made for purposes
     of the calculation of the aggregate amount of Restricted Payments
     available to be made referred to in clause (iii) of paragraph (a)
     above.

          (4)  For purposes of this Section 4.9, the amount of any
     Restricted Payment made or returned, if other than in cash, shall
     be the fair market value thereof, as determined in the good faith
     reasonable judgment of the Board of Directors of the Company,
     unless  stated otherwise, at the time made or  returned,  as
     applicable. Additionally, not later than the date of making each
     Restricted  Payment, the Company shall deliver an  Officers'
     Certificate to the Trustee describing in reasonable detail the
     nature of such Restricted Payment, stating the amount of such
     Restricted Payment, stating in reasonable detail the provisions
     hereof pursuant to which such Restricted Payment was made and
     certifying that such Restricted Payment was made in compliance
     with the terms hereof.

Section   1.34     Limitation  on  Dividends  and  Other  Payment
     Restrictions Affecting Subsidiaries.

          (1)  The Company shall not, and shall not permit any of its
     Subsidiaries to, directly or indirectly, create, assume or suffer
     to exist any consensual restriction on the ability of any of its
     Subsidiaries to pay dividends or make other distributions to or
     on behalf of, or to pay any obligation to or on behalf of, or
     otherwise to transfer assets or property to or on behalf of, or
     make or pay loans or advances to or on behalf of, the Company or
     any of its Subsidiaries, except

               (1)  restrictions imposed by the Notes or this Indenture or by
          the other Indebtedness of the Company ranking senior or  pari
          passu with the Notes;  provided, that, except as set forth in
          clause (v) below, such restrictions are no more restrictive taken
          as a whole than those imposed by this Indenture and the Notes,

               (2)  restrictions imposed by applicable law,

               (3)  existing restrictions under Existing Indebtedness,

               (4)  restrictions under any Acquired Indebtedness not incurred
          in violation of this Indenture or any agreement (including any
          Equity Interest) relating to any property, asset, or business
          acquired by the Company or any of its Subsidiaries, which
          restrictions in

<PAGE>

          each case existed at the time of acquisition, were not put in place
          in connection with or in anticipation of such acquisition and are
          not applicable to any Person, other than the Person acquired, or to
          any property, asset or business, other than the property, assets and
          business so acquired,

               (5)  any restriction imposed by Indebtedness incurred under the
          Credit Agreement;  provided, that such restriction or requirement
          is no more restrictive taken as a whole than that imposed by the
          Credit Agreement as of the Issue Date,

               (6)  restrictions with respect solely to a Subsidiary of the
          Company imposed pursuant to a binding agreement which has been
          entered into for the sale or disposition of all or substantially
          all of the Equity Interests or assets of such Subsidiary;
          provided, that such restrictions apply solely to the Equity
          Interests or assets of such Subsidiary which are being sold,

               (7)  restrictions on transfer contained in Purchase Money
          Indebtedness; provided, that such restrictions relate only to the
          transfer of the property acquired with the proceeds of such
          Purchase Money Indebtedness,

               (8)  provisions with respect to the disposition or distribution
          of assets or property in joint venture agreements, asset sale
          agreements, stock sale agreements and other similar agreements
          entered into in the ordinary course of business,

               (9)  restrictions on cash or other deposits or net worth imposed
          by customers under contracts entered into in the ordinary course
          of business, and

               (10) in connection with and pursuant to permitted Refinancings,
          replacements of restrictions imposed pursuant to clauses (i),
          (iii), (iv), (v) or (vii) above or this clause (x) that are not
          more restrictive taken as a whole than those being replaced and
          do not apply to any other Person or assets than those that would
          have been covered by the restrictions in the Indebtedness so
          refinanced.

          (2)  Notwithstanding the foregoing, (i) customary provisions
     restricting subletting or assignment of any lease entered into in
     the  ordinary  course of business, consistent with  industry
     practice and (ii) any asset subject to a Lien which  is  not
     prohibited to exist with respect to such asset pursuant to the
     terms of this Indenture may be subject to customary restrictions
     on the transfer or disposition thereof pursuant to such Lien.

Section 1.35   Limitation on Transactions with Affiliates.

     The  Company  shall  not, and shall not permit  any  of  its
Subsidiaries on or after the Issue Date to, enter into or  suffer
to exist any contract, agreement, arrangement or transaction with
any  Affiliate (an ''Affiliate Transaction''), or any  series  of
related  Affiliate  Transactions (other than  Exempted  Affiliate
Transactions)

          (1)  unless it is determined that the terms of such Affiliate
     Transaction are fair and reasonable to the Company, and no less
     favorable to the Company than could have been obtained in an
     arm's length transaction with a non-Affiliate,

          (2)  if involving consideration to either party in excess of
     $5,000,000 such Affiliate Transaction(s) is evidenced by  an
     Officers' Certificate addressed and delivered to the Trustee

<PAGE>

     certifying that such Affiliate Transaction (or Transactions) has
     been  approved by a majority of the members of the Board  of
     Directors  of  the  Company that are disinterested  in  such
     transaction, and

          (3)  if involving consideration to either party in excess of
     $7,000,000, obtain a written favorable opinion as to the fairness
     of such transaction to the Company from a financial point of view
     from  an  independent investment banking  firm  of  national
     reputation in the United States or, if pertaining to a matter for
     which such investment banking firms do not customarily render
     such  opinions, an appraisal or valuation firm  of  national
     reputation in the United States.

Section 1.36   Limitation on Sale of Assets and Subsidiary Stock.

          (1)  The Company shall not, and shall not permit any of its
     Subsidiaries to, in one or a series of related transactions,
     convey, sell, transfer, assign or otherwise dispose of, directly
     or  indirectly, any of their property, business  or  assets,
     including by merger or consolidation (in the case of a Subsidiary
     of the Company), and including any sale or other transfer or
     issuance  of any Equity Interests of any Subsidiary  of  the
     Company, whether by the Company or any Subsidiary of the Company
     or through the issuance, sale or transfer of Equity Interests by
     a Subsidiary of the Company and including any sale and leaseback
     transaction (any of the foregoing, an ''Asset Sale''), unless

               (1)  either:

                    (1)  an  amount equal to the Net Cash Proceeds therefrom
               (the ''Asset Sale Offer Amount'') are applied within 365 days
               after the date of such Asset Sale to the repurchase of the Notes
               and such other Indebtedness on a parity with the Notes and with
               similar provisions requiring the Company to make an offer to
               purchase such Indebtedness with the proceeds from such Asset
               Sale pursuant to a cash offer (subject only to conditions
               required by applicable law, if any) (pro rata in proportion to
               the respective principal amounts (or accreted values in the
               case of Indebtedness issued with an original issue discount) of
               the Notes and such other Indebtedness then outstanding) (the
               ''Asset Sale Offer'') at a purchase price of 100% of the
               principal amount (or accreted value in the case of Indebtedness
               issued with an original issue discount) (the ''Asset Sale Offer
               Price'') together with accrued and unpaid interest and
               Liquidated Damages, if any, to the date of payment, or

                    (2)  within 365 days following such Asset Sale, the Asset
               Sale  Offer Amount is

                         (1)  invested in property or assets (other than notes,
                    bonds, obligations and securities) which will immediately
                    constitute or be a part of a Related Business of the
                    Company or such Subsidiary (if it continues to be a
                    Subsidiary) immediately following such transaction, or

                         (2)  used to retire Purchase Money Indebtedness
                    secured by the asset which was the subject of the Asset
                    Sale, Indebtedness outstanding under the Credit Agreement
                    or a Foreign Subsidiary Credit Agreement, or other Senior
                    Debt, on a pro rata basis, and to permanently reduce (in
                    the case of Senior Debt that is not such Purchase Money
                    Indebtedness) the amount of such Indebtedness outstanding
                    on the Issue Date or permitted pursuant to clause (b)(iii)
                    of Section 4.7 (and, in the case of a revolver or similar
                    arrangement that makes credit available on a committed
                    basis, to

<PAGE>

                    permanently reduce the applicable commitment(s) by such
                    amount or by the amount required by such agreement,
                    whichever is less),

          except  that, in the case of each of the provisions  of
          clauses  (A) and (B), only proceeds from an Asset  Sale
          of  assets or capital stock of a Foreign Subsidiary may
          be  invested  in  or used to retire Indebtedness  of  a
          Foreign Subsidiary,

               (2)  at least 75% of the total consideration for such Asset Sale
          or series of related Asset Sales consists of cash or Cash
          Equivalents,

               (3)  no Default or Event of Default shall have occurred and be
          continuing at the time of, or would occur after giving effect, on
          a  pro forma basis, to such Asset Sale, and

               (4)  the Board of Directors of the Company determines in good
          faith that the Company received or such Subsidiary received, as
          applicable, fair market value for such Asset Sale.
(1)
          (2)  An acquisition of Notes pursuant to an Asset Sale Offer may
     be deferred until the accumulated Net Cash Proceeds from Asset
     Sales not applied as set forth in (i)(A) or (i)(B) above (the
     ''Excess Proceeds'') exceeds $10,000,000, and each Asset Sale
     Offer  shall remain open for 20 Business Days following  its
     commencement (the ''Asset Sale Offer Period'').

          (3)  Upon expiration of the Asset Sale Offer Period, the Company
     shall apply the Asset Sale Offer Amount plus an amount equal to
     accrued and unpaid interest and Liquidated Damages, if any, to
     the purchase of all Indebtedness properly tendered in accordance
     with the provisions hereof (on a pro rata basis if the Asset Sale
     Offer Amount is insufficient to purchase all Indebtedness so
     tendered) at the Asset Sale Offer Price (together with accrued
     interest and Liquidated Damages, if any). To the extent that the
     aggregate amount of Notes and such other  pari passu Indebtedness
     tendered pursuant to an Asset Sale Offer is less than the Asset
     Sale Offer Amount, the Company may use any remaining Net Cash
     Proceeds for general corporate purposes as otherwise permitted by
     this Indenture and following the consummation of each Asset Sale
     Offer the Excess Proceeds amount shall be reset to zero. For
     purposes of (a)(ii) above, total consideration received means the
     total consideration received for such Asset Sales minus  the
     amount of, (i) Purchase Money Indebtedness secured solely by the
     assets sold and assumed by a transferee;  provided, that the
     Company  is  and  its Subsidiaries are fully  released  from
     obligations in connection therewith and (ii) property that within
     30  days  of such Asset Sale is converted into cash or  Cash
     Equivalents;  provided, that such cash and Cash Equivalents shall
     be treated as Net Cash Proceeds attributable to the original
     Asset Sale for which such property was received).

          (4)  Notwithstanding, and without complying with, the provisions
     of this Section 4.12,

               (1)  the Company and its Subsidiaries may, in the ordinary
          course of business,

                    (1)  convey, sell, transfer, assign or otherwise dispose of
               inventory and other assets acquired and held for resale in the
               ordinary course of business,

                    (2)  liquidate Cash Equivalents and

                    (3)  liquidate securities that consist of shares of capital
               stock that are traded on a nationally recognized stock exchange,

<PAGE>


               (2)  the Company and its Subsidiaries may convey, sell,
          transfer, assign or otherwise dispose of assets pursuant to and in
          accordance with Article V hereof,

               (3)  the Company and its Subsidiaries may sell or dispose of
          damaged, worn out or other obsolete property in the ordinary
          course of business so long as such property is no longer
          necessary for the proper conduct of the business of the Company
          or such Subsidiary, and the Company may convey, sell, transfer,
          assign or otherwise dispose of assets to any Subsidiary of the
          Company provided such transaction is otherwise in compliance with
          Section 4.11, except that the Company is not required to comply
          with the provisions of clause (c) of such Section,

               (4)  Subsidiaries of the Company may convey, sell, transfer,
          assign or otherwise dispose of assets to the Company or any other
          Subsidiary of the Company,

               (5)  the Company and its Subsidiaries may, in the ordinary
          course of business, convey, sell, transfer, assign, or otherwise
          dispose of assets (or related assets in related transactions) with
          a fair market value of less than $2,000,000,

               (6)  the Company and its Subsidiaries may exchange assets held
          by the Company or such Subsidiaries for assets held by any Person or
          entity;  provided, that (A) the assets received by the Company or
          such Subsidiaries in any such exchange will immediately
          constitute, be a part of, or be used in, a Related Business of
          the Company or such Subsidiaries, (B) the Board of Directors of
          the Company has determined that the terms of any exchange are
          fair and reasonable, (C) any such exchange shall be deemed to be
          an Asset Sale to the extent that the Company or any of its
          Subsidiaries receives cash or Cash Equivalents in such exchange,
          and (D) that, in the case of a transaction exceeding $10,000,000
          of consideration to any party thereto, the Company shall have
          obtained a favorable written opinion by an independent financial
          advisor of national reputation in the United States as to the
          fairness from a financial point of view to the Company or such
          Subsidiaries of the proposed transaction,

               (7)  the Subsidiaries of the Company may issue their Equity
          Interests to the Company or to another Subsidiary of the Company,

               (8)  Permitted Liens may be granted, and

               (9)  the Company and its Subsidiaries may make or liquidate any
          Restricted Payment or Permitted Investment that is permitted by
          Section 4.9 hereof.

          (5)  All Net Cash Proceeds from an Event of Loss in excess of
     $10,000,000 (other than the proceeds of any business interruption
     insurance) shall be reinvested or used as otherwise provided
     above  in clauses (i)(A) or (i)(B) of paragraph (a) of  this
     Section 4.12.

          (6)  Any Asset Sale Offer shall be made in compliance with all
     applicable  laws,  rules,  and  regulations,  including,  if
     applicable, Regulation 14E of the Exchange Act and the rules and
     regulations thereunder and all other applicable Federal and state
     securities  laws. To the extent that the provisions  of  any
     securities laws or regulations conflict with the provisions of
     this Section 4.12,  compliance by the Company or any of  its
     Subsidiaries with such laws and regulations shall not in and of
     itself cause a breach of the Company's obligations under this
     Section 4.12.

          (7)  If the payment date in connection with an Asset Sale Offer
     hereunder is on or after an interest payment Record Date and on
     or before the associated Interest Payment Date, any accrued

<PAGE>

     and unpaid interest (and Liquidated Damages, if any) due on such
     Interest Payment Date will be paid to the Person in whose name a
     Note is registered at the close of business on such Record Date,
     and such interest (or Liquidated Damages, if applicable) will not
     be payable to Holders who tender Notes pursuant to such Asset
     Sale Offer.

Section  1.37    Repurchase of Notes at the Option of the  Holder
     upon a Change of Control.

          (1)  In the event that a Change of Control has occurred, each
     Holder of Notes will have the right, at such Holder's option,
     pursuant to an offer (subject only to conditions required by
     applicable law, if any) by the Company (the ''Change of Control
     Offer''), to require the Company to repurchase all or any part of
     such Holder's Notes (provided, that the principal amount of such
     Notes must be $1,000 or an integral multiple thereof) on a date
     (the ''Change of Control Purchase Date'') that is no later than
     45 Business Days after the occurrence of such Change of Control,
     at a cash price equal to 101% of the principal amount thereof
     (the ''Change of Control Purchase Price''), together with accrued
     and unpaid interest and Liquidated Damages, if any, to the Change
     of Control Purchase Date.

          (2)  The Change of Control Offer shall be made within 10 Business
     Days following a Change of Control (but may be commenced prior to
     the Change of Control so long as it is contingent on the Change
     of Control) and shall remain open for 20 Business Days following
     its commencement (the ''Change of Control Offer Period''). Upon
     expiration of the Change of Control Offer Period, the Company
     shall promptly purchase all Notes properly tendered in response
     to the Change of Control Offer.

          (3)  Notwithstanding the foregoing, the Company shall not be
     required to make a Change of Control Offer upon a Change  of
     Control if a third party makes the Change of Control Offer in the
     manner,  at the times and otherwise in compliance  with  the
     requirements set forth in this Indenture applicable to a Change
     of Control Offer made by the Company.

          (4)  Prior to the commencement of a Change of Control Offer, but
     in any event within 45 days following any Change of Control, the
     Company shall:

               (1)

                    (1)  repay in full and terminate all commitments of
               Indebtedness under the Credit Agreement and all other Senior
               Debt the terms of which require repayment upon a Change of
               Control or

                    (2)  offer to repay in full and terminate all commitments
               of Indebtedness under the Credit Agreement and all such other
               Senior Debt and repay the Indebtedness owed to each lender which
               has accepted such offer in full, or

               (2)  obtain the requisite consents under the Credit Agreement
          and all such other Senior Debt to permit the repurchase of the Notes
          as provided herein.

          (5)  The failure of the Company to comply with the preceding
     sentence shall constitute an Event of Default described in clause
     (a)(iii) of Section 6.1, but without giving effect to the stated
     exceptions in that clause.

          (6)  On or before the Change of Control Purchase Date, the
     Company shall

<PAGE>

               (1)  accept for payment Notes or portions thereof properly
          tendered pursuant to the Change of Control Offer,

               (2)  deposit with the Paying Agent cash sufficient to pay the
          Change of Control Purchase Price (together with accrued and
          unpaid interest and Liquidated Damages, if any) of all Notes or
          portion thereof so tendered, and

               (3)  deliver to the Trustee the Notes so accepted together with
          an Officers' Certificate listing the Notes or portions thereof
          being purchased by the Company.

          (7)  The Paying Agent promptly will pay the Holders of Notes so
     accepted an amount equal to the Change of Control Purchase Price
     (together  with  accrued and unpaid interest and  Liquidated
     Damages, if any) and the Trustee promptly will authenticate and
     deliver to such Holders a new Note equal in principal amount to
     any unpurchased portion of the Note surrendered. Any Notes not so
     accepted will be delivered promptly by the Company to the Holder
     thereof.  The Company will announce publicly the results of the
     Change of Control Offer on or as soon as practicable after the
     Change of Control Purchase Date.

          (8)  Any Change of Control Offer shall be made in compliance with
     all  applicable laws, rules and regulations,  including,  if
     applicable, Regulation 14E under the Exchange Act and the rules
     thereunder and all other applicable Federal and state securities
     laws. To the extent that the provisions of any securities laws or
     regulations conflict with the provisions of this Section 4.13,
     compliance by the Company or any of the Guarantors with such laws
     and regulations shall not in and of itself cause a breach of
     their obligations hereunder.

          (9)  If the Change of Control Purchase Date hereunder is on or
     after  an interest payment Record Date and on or before  the
     associated Interest Payment Date, then any accrued and unpaid
     interest (and Liquidated Damages, if any) due on such Interest
     Payment Date will be paid to the Person in whose name a Note is
     registered at the close of business on such Record Date, and such
     interest (and Liquidated Damages, if applicable) will not be
     payable to Holders who tender the Notes pursuant to the Change of
     Control Offer.

Section 1.38   Limitation on Layering Indebtedness.

     The  Company  shall  not, and shall not permit  any  of  its
Subsidiaries  to,  directly or indirectly, incur,  or  suffer  to
exist any Indebtedness that is contractually subordinate in right
of  payment to any other Indebtedness unless, by its terms,  such
Indebtedness  is Indebtedness of the Company and is contractually
subordinate in right of payment to, or ranks pari passu with, the
Notes.

Section 1.39   Consolidation of Genetic Systems.

     Within 180 days following the Issue Date, the Company  shall
either  (a) consolidate with or merge with (such that the Company
is  the  surviving  entity), or cause to be  transferred  to  the
Company  all  of  the  assets of, Genetic Systems  or  (b)  cause
Genetic Systems to irrevocably and unconditionally guarantee  the
Notes on a senior subordinated basis.

Section 1.40   Limitation on Status as Investment Company.

     The  Company and its Subsidiaries shall not become  required
to  register as an "investment company" (as that term is  defined
in   the  Investment  Company  Act  of  1940,  as  amended   (the
"Investment  Company  Act")),  or  otherwise  become  subject  to
regulation under the Investment Company Act.

<PAGE>

Section 1.41   Corporate Existence.

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

                            ARTICLE V
                           SUCCESSORS

Section 1.42   Merger, Consolidation or Sale of Assets.

          (1)  The Company shall not consolidate with or merge with or into
     another Person or, directly or indirectly, sell, lease, convey or
     transfer all or substantially all of the assets of the Company
     (computed  on  a consolidated basis), whether  in  a  single
     transaction or a series of related transactions, to  another
     Person or group of affiliated Persons unless

               (1)  either (A) the Company is the continuing entity or (B) the
          resulting, surviving or transferee entity (the "Surviving
          Person") is a corporation organized under the laws of the United
          States, any state thereof or the District of Columbia and
          expressly assumes by supplemental indenture all of  the
          obligations of the Company in connection with the Notes, this
          Indenture and the Registration Rights Agreement,

               (2)  no Default or Event of Default shall exist or shall occur
          immediately after giving effect on a  pro forma basis to such
          transaction,

               (3)  unless such transaction is solely the merger of the Company
          with or into any person solely for the purpose of effecting a
          change in the state of incorporation of the Company and one of
          the Company's previously existing Wholly Owned Subsidiaries and
          which transaction is not for the purpose of evading this
          provision immediately after giving effect to such transaction on
          a  pro forma basis, (A) the Surviving Person would immediately
          thereafter be permitted to incur at least $1.00 of additional
          Indebtedness pursuant to the Debt Incurrence Ratio set forth in
          Section 4.7 hereof, and (B) the Consolidated Net Worth of the
          Surviving Person is at least equal to the Consolidated Net Worth
          of the Company immediately prior to such transaction, and

               (4)  each Guarantor, if any, unless such Guarantor is the Person
          with which the Company has entered into a transaction under this
          covenant shall have by amendment to its Guarantee confirmed that
          its Guarantee shall apply to the obligations of the Company or
          the obligations of the surviving entity, as applicable, in
          accordance with the Notes and this Indenture.

          (2)  For purposes of the foregoing, the transfer (by lease,
     assignment, sale or otherwise) of all or substantially all of the
     properties and assets of one or more Subsidiaries, the interest
     of the Company in which constitutes all or substantially all of
     the properties and assets of the Company, shall be deemed to be
     the transfer of all or substantially all of the properties and
     assets of the Company.

<PAGE>

Section 1.43   Successor Corporation Substituted.

     Upon  any consolidation or merger or any transfer of all  or
substantially all of the assets of the Company in accordance with
Section  5.1  hereof, the successor corporation  formed  by  such
consolidation  or into which the Company is merged  or  to  which
such  transfer  is  made shall (except in the case  of  a  lease)
succeed  to and be substituted for, and may exercise every  right
and  power  of,  the Company under this Indenture with  the  same
effect as if such successor corporation had been named therein as
the  Company,  and  (except in the case of a lease)  the  Company
shall  be released from the obligations under the Notes and  this
Indenture except with respect to any obligations that arise from,
or are related to, such transaction.
                           ARTICLE VI
                      DEFAULTS AND REMEDIES

Section 1.44   Events of Default.

          (1)  "Event of Default," wherever used herein, means any one of
     the following events:

               (1)  the failure by the Company to pay any installment of
          interest (or Liquidated Damages, if any) on the Notes as and when
          the same becomes due and payable and the continuance of any such
          failure for 30 days,

               (2)  the failure by the Company to pay all or any part of the
          principal, or premium, if any, on the Notes when and as the same
          becomes due and payable at maturity, redemption, by acceleration
          or otherwise, including, without limitation, payment of the
          Change of Control Purchase Price (except as provided in Section
          4.13 hereof) or the Asset Sale Offer Price, on Notes validly
          tendered and not properly withdrawn pursuant to a Change of
          Control Offer or Asset Sale Offer, as applicable (as set forth in
          Sections 4.13 and 4.12 hereof),

               (3)  the failure by the Company or any of its Subsidiaries to
          observe or perform any other covenant or agreement contained in
          the Notes or this Indenture and, except for Sections 4.12, 4.13,
          4.15 and 5.1 hereof, the continuance of such failure for a period
          of 45 days after written notice is given to the Company by the
          Trustee or to the Company and the Trustee by the Holders of at
          least 25% in aggregate principal amount of the Notes outstanding,

               (4)  a default in the Indebtedness of the Company or any of its
          Subsidiaries with an aggregate amount outstanding in excess of
          $10,000,000 (A) resulting from the failure to pay principal at
          maturity or (B) as a result of which the maturity of such
          Indebtedness has been accelerated prior to its stated maturity,

               (5)  final unsatisfied judgments not covered by insurance
          aggregating in excess of $10,000,000, at any one time rendered
          against the Company or any of its Subsidiaries and not stayed,
          bonded or discharged within 60 days,

               (6)  any Guarantee of a Guarantor that is a Significant
          Subsidiary (or group of Guarantors that on a combined basis would
          constitute a Significant Subsidiary) ceases to be in full force
          and effect or becomes unenforceable or invalid or is declared
          null and void (other than in accordance with the terms of the
          Guarantee) or any Guarantor that is a Significant Subsidiary (or
          group of Guarantors that on a combined basis would constitute a
          Significant Subsidiary) denies or disaffirms its Obligations
          under its Guarantee,

<PAGE>

               (7)  a court having jurisdiction in the premises enters a decree
          or order for (A) relief in respect of the Company or any
          Significant Subsidiary in an involuntary case under any
          applicable Bankruptcy Law now or hereafter in effect, (B)
          appointment of a receiver, liquidator, assignee, custodian,
          trustee, sequestrator or similar official of the Company or any
          Significant Subsidiary or for all or substantially all of the
          property and assets of the Company or any Significant Subsidiary
          or (C) the winding up or liquidation of the affairs of the
          Company or any Significant Subsidiary and, in each case, such
          decree or order shall remain unstayed and in effect for a period
          of 60 consecutive days; or

               (8)  the Company or any Significant Subsidiary (A) commences a
          voluntary case under any applicable Bankruptcy Law now or
          hereafter in effect, or consents to the entry of an order for
          relief in an involuntary case under any such law, (B) consents to
          the  appointment of or taking possession by a receiver,
          liquidator, assignee, custodian, trustee, sequestrator or similar
          official of the Company or any Significant Subsidiary or for all
          or substantially all of the property and assets of the Company or
          any Significant Subsidiary or (C) effects any general assignment
          for the benefit of creditors.

          (2)  The term "Bankruptcy Law" means Title 11, U.S. Code or any
     similar federal or state law for the relief of debtors.  The term
     "Custodian" means any receiver, trustee, assignee, liquidator or
     similar official under any Bankruptcy Law.

Section 1.45   Acceleration.

          (1)  If an Event of Default (other than an Event of Default
     specified in clause (a)(vii) or (a)(viii) of Section 6.1 that
     occurs with respect to the Company) occurs and is continuing
     under  this  Indenture, then in every such case, unless  the
     principal of all of the Notes shall have already become due and
     payable, either the Trustee or the Holders of at least 25% in
     aggregate principal amount of the Notes, then outstanding, by
     written notice to the Company (and to the Trustee if such notice
     is given by the Holders), may, and the Trustee at the request of
     such Holders shall, declare the principal of, premium, if any,
     and accrued interest (and Liquidated Damages, if any) on the
     Notes to be immediately due and payable.  Upon a declaration of
     acceleration, such principal of, premium, if any, and accrued
     interest (and Liquidated Damages, if any) shall be immediately
     due  and payable;  provided, however, that if any Designated
     Senior  Debt  is  outstanding, upon a  declaration  of  such
     acceleration, such principal and interest shall be  due  and
     payable upon the earlier of (i) the fifth Business Day after the
     sending to the Company and to the Representative under the Credit
     Agreement, of such written notice, unless such Event of Default
     is  cured or waived prior to such date and (ii) the date  of
     acceleration of any Designated Senior Debt.  In the event  a
     declaration of acceleration resulting solely from an Event of
     Default described in clause (a)(iv) above has occurred and is
     continuing,  such  declaration  of  acceleration  shall   be
     automatically annulled if such default is cured or waived or the
     holders of the Indebtedness which is the subject of such default
     have rescinded their declaration of acceleration in respect of
     such Indebtedness within five days thereof and the Trustee has
     received written notice of such cure, waiver or rescission and no
     other Event of Default described in clause (a)(iv) above has
     occurred that has not been cured or waived within five days of
     the  declaration  of such acceleration in  respect  of  such
     Indebtedness.  If an Event of Default specified  in  clauses
     (a)(vii) or (a)(viii) above, relating to the Company, occurs, all
     principal and accrued interest (and Liquidated Damages, if any)
     thereon will be immediately due and payable on all outstanding
     Notes without any declaration or other act on the part of the
     Trustee or the Holders.

          (2)  At any time after such a declaration of acceleration being
     made and before a judgment or decree for payment of the money due
     has been obtained by the Trustee as hereinafter provided in this
     Article VI, the Holders of not less than a majority in aggregate
     principal amount of

<PAGE>

     then outstanding Notes, by written notice to the  Company and the Trustee,
     may rescind, on behalf of  all Holders, any such declaration of
     acceleration if:

               (1)  the Company has paid or deposited with the Trustee cash
          sufficient to pay: (A) all overdue interest and Liquidated
          Damages, if any, on all Notes; (B) the principal of (and premium,
          if any, applicable to) any Notes which would become due other
          than by reason of such declaration of acceleration, and interest
          thereon at the rate borne by the Notes; (C) to the extent that
          payment of such interest is lawful, interest upon overdue
          interest at the rate borne by the Notes; (D) all sums paid or
          advanced  by  the Trustee hereunder and the  reasonable
          compensation, expenses, disbursements and advances of the Trustee
          and its agents and counsel, and all other amounts due the Trustee
          under Section 7.7; and

               (2)  all Events of Default, other than the non-payment of the
          principal of, premium, if any, and interest (and Liquidated
          Damages, if any) on the Notes which have become due solely by
          such declaration of acceleration, have been cured or waived as
          provided in Section 6.4.

          (3)  Notwithstanding the previous sentence of this Section 6.2,
     no waiver shall be effective against any Holder for any Event of
     Default or event which with notice or lapse of time or both would
     be  an Event of Default with respect to (i) any covenant  or
     provision which cannot be modified or amended without the consent
     of the Holder of each outstanding Note affected thereby, unless
     all such affected Holders agree, in writing, to waive such Event
     of Default or other event and (ii) any provision or covenant
     requiring supermajority approval to amend, unless such default
     has been waived by such a supermajority.  No such waiver shall
     cure  or  waive any subsequent default or impair  any  right
     consequent thereon.

          (4)  If payment of the Notes is accelerated because of an Event
     of Default, the Company shall promptly notify each Representative
     of Senior Debt of the acceleration.

Section 1.46   Other Remedies.

          (1)  If an Event of Default occurs and is continuing, the Trustee
     may  pursue  any available remedy to collect the payment  of
     principal, premium, if any, and interest on the Notes or  to
     enforce the performance of any provision of the Notes or this
     Indenture.

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

Section 1.47   Waiver of Past Defaults.

     Subject  to Section 6.7, the Holders of at least a  majority
in principal amount of the outstanding Notes by written notice to
the  Company  and to the Trustee, may, on behalf of all  Holders,
waive  any existing or past Default or Event of Default hereunder
and its consequences under this Indenture, except a default:

          (1)  in the payment of principal of, premium, if any, or interest
     on any Note not yet cured as specified in clauses (a)(i) and
     (a)(ii) of Section 6.1 hereof;

<PAGE>

          (2)  in respect of a covenant or provision hereof which, under
     Article IX, cannot be modified or amended without the consent of
     the Holder of each outstanding Note affected, unless all such
     affected Holders agree, in writing, to waive such default;

          (3)  any provision or covenant requiring supermajority approval
     to  amend,  unless such default has been waived  by  such  a
     supermajority; or

          (4)  the rescission of which would conflict with any judgment or
     decree of a court of competent jurisdiction.

          (5)  Upon any such waiver, such default shall cease to exist, and
     any Event of Default arising therefrom shall be deemed to have
     been  cured for every purpose of this Indenture; but no such
     waiver shall extend to any subsequent or other default or impair
     any right arising therefrom.

Section 1.48   Control by Majority.

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

Section 1.49   Limitation on Suits.

          (1)  A Holder of a Note may pursue a remedy with respect to this
     Indenture or the Notes only if:

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

               (2)  the Holders of at least 25% in aggregate principal amount
          of the then outstanding Notes make a written request to the Trustee
          to pursue the remedy;

               (3)  such Holder of a Note or Holders of Notes offer and, if
          requested, provide to the Trustee indemnity satisfactory to the
          Trustee against any costs, liability or expense;

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

               (5)  during such 60-day period the Holders of a majority in
          principal amount of the then outstanding Notes do not give the
          Trustee a direction inconsistent with the request.

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

Section 1.50   Rights of Holders of Notes to Receive Payment.

     Notwithstanding  any  other  provision  of  this  Indenture,
except  as permitted by Section 9.2 and subject to the provisions
of  Article  XI,  the right of any Holder of a  Note  to  receive
payment  of the principal of, premium and Liquidated Damages,  if
any,  and  interest on the Note, on or after the  respective  due
dates

<PAGE>

expressed  in  the Note (including in connection  with  an offer  to purchase)
or to bring suit for the enforcement  of any such  payment  on or after such
respective dates,  shall  not  be impaired or affected without the consent of
such Holder.

Section 1.51   Collection Suit by Trustee.

     If  an Event of Default specified in Section 6.1 occurs  and
is  continuing, the Trustee is authorized to recover judgment  in
its  own  name  and  as trustee of an express trust  against  the
Company  for  the  whole  amount of  principal  of,  premium  and
Liquidated Damages, if any, and interest remaining unpaid on  the
Notes  and  interest  on overdue principal  and,  to  the  extent
lawful,  interest and 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.

Section 1.52   Trustee May File Proofs of Claim.

     The  Trustee is authorized to file such proofs of claim  and
other  papers  or documents as may be necessary or  advisable  in
order to have the claims of the Trustee (including any claim  for
the reasonable compensation, expenses, disbursements and advances
of  the  Trustee, its agents and counsel) and the Holders of  the
Notes allowed in any judicial proceedings relative to the Company
(or  any  other  obligor upon the Notes), its  creditors  or  its
property and shall be entitled and empowered to collect,  receive
and distribute any money or other property payable or deliverable
on  any  such  claims  and any custodian  in  any  such  judicial
proceeding  is  hereby authorized by each  Holder  to  make  such
payments to the Trustee, and in the event that the Trustee  shall
consent  to the making of such payments directly to the  Holders,
to  pay  to  the Trustee any amount due to it for the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee,  its agents and counsel, and any other amounts  due  the
Trustee under Section 7.7 hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of
the  Trustee, its agents and counsel, and any other  amounts  due
the  Trustee  under Section 7.7 hereof out of the estate  in  any
such  proceeding, shall be denied for any reason, payment of  the
same shall be secured by a Lien on, and shall be paid out of, any
and  all  distributions, dividends, money, securities  and  other
properties  that the Holders may be entitled to receive  in  such
proceeding   whether  in  liquidation  or  under  any   plan   of
reorganization  or  arrangement  or  otherwise;   provided,  that
nothing  stated  herein shall modify the rights  as  between  the
Holders  of  the Notes and the holders of Senior Debt  or  Senior
Debt  of  the Guarantors, as applicable, as set forth in  Article
XI.   Nothing  herein contained shall be deemed to authorize  the
Trustee  to authorize or consent to or accept or adopt on  behalf
of any Holder any plan of reorganization, arrangement, adjustment
or  composition affecting the Notes or the rights of any  Holder,
or  to  authorize the Trustee to vote in respect of the claim  of
any  Holder in any such proceeding;  provided, however, that  the
Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and may be a member  of
the creditor's committee.

Section 1.53   Priorities.

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

               (1)  to the Trustee, its agents and attorneys for amounts due
          under Section 7.7 hereof, including payment of all compensation,
          expense and liabilities incurred, and all advances made, by the
          Trustee and the costs and expenses of collection;

               (2)  subject to the provisions of Article XI, to Holders of
          Notes for amounts due and unpaid on the Notes for principal and
          Liquidated Damages, if any, and interest, ratably, without
          preference or priority of any kind, according to the amounts due
          and payable on the

<PAGE>

          Notes for principal, premium and Liquidated Damages, if any, and
          interest, respectively; and

               (3)  to the Company or to such party as a court of competent
          jurisdiction shall direct.

          (2)  The Trustee may fix a Record Date and payment date for any
     payment to Holders of Notes pursuant to this Section 6.10.
(1)
Section 1.54   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under
this  Indenture or in any suit against the Trustee for any action
taken  or  omitted by it as a Trustee, a court in its  discretion
may  require the filing by any party litigant in the suit  of  an
undertaking  to pay the costs of the suit, and the court  in  its
discretion  may  assess  reasonable costs,  including  reasonable
attorneys'  fees, against any party litigant in the suit,  having
due regard to the merits and good faith of the claims or defenses
made  by  the party litigant.  This Section does not apply  to  a
suit  by  the  Trustee, a suit by a Holder of a Note pursuant  to
Section  6.7  hereof, or a suit by Holders of more  than  10%  in
principal amount of the then outstanding Notes.

                           ARTICLE VII
                             TRUSTEE

Section 1.55   Duties of Trustee.

          (1)  If an Event of Default of which the Trustee has knowledge
     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 its exercise, as a prudent
     man would exercise or use under the circumstances in the conduct
     of its own affairs.

          (2)  Except during the continuance of an Event of Default of
     which the Trustee has knowledge:

               (1)  the duties of the Trustee shall be determined solely by the
          express provisions of this Indenture and the Trustee need perform
          only those duties that are specifically set forth in this
          Indenture and no others, 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.  However, the Trustee shall
          examine the certificates and opinions to determine whether or not
          they conform to the requirements of this Indenture.

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

               (1)  this paragraph (c) does not limit the effect of paragraph
          (b) of this Section;

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

<PAGE>

               (3)  the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a
          direction received by it pursuant to Section 6.5 hereof.

          (4)  Whether or not therein expressly so provided, every
     provision of this Indenture that in any way relates  to  the
     Trustee is subject to Sections 7.1 and 7.2.

          (5)  No provision of this Indenture shall require the Trustee to
     expend or risk its own funds or incur any liability.  The Trustee
     shall be under no obligation to exercise any of its rights and
     powers under this Indenture at the request of any Holders, unless
     such  Holder shall have offered to the Trustee security  and
     indemnity satisfactory to it against any loss, liability  or
     expense.

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

Section 1.56   Rights of Trustee.

          (1)  In connection with the Trustee's rights and duties under
     this  Indenture, the Trustee may conclusively rely upon  any
     document believed by it to be genuine and to have been signed or
     presented by the proper Person.  The Trustee need not investigate
     any fact or matter stated in the document.

          (2)  Before the Trustee acts or refrains from acting under this
     Indenture, it may require an Officers' Certificate or an Opinion
     of Counsel or both.  The Trustee shall not be liable for any
     action it takes or omits to take in good faith in reliance on
     such Officers' Certificate or Opinion of Counsel.  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 from liability in respect of any
     action taken, suffered or omitted by it hereunder in good faith
     and in reliance thereon.

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

          (4)  The Trustee shall not be liable for any action it takes or
     omits to take in good faith that it believes to be authorized or
     within the rights or powers conferred upon it by this Indenture.

          (5)  Unless otherwise specifically provided in this Indenture,
     any demand, request, direction or notice from the Company shall
     be sufficient if signed by an Officer of the Company.

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

          (7)  Except with respect to Section 4.1 hereof, the Trustee shall
     have no duty to inquire as to the performance of the Company's
     covenants in Article IV hereof.  In addition, the Trustee shall
     not  be deemed to have knowledge of any Default or Event  of
     Default except (i) any Event of Default occurring pursuant to
     Sections 6.1(a)(i), 6.1(a)(ii) and 4.1 or (ii) any Default or
     Event of Default of which the Trustee shall have received written
     notification in the manner set for in this Indenture, or  an
     officer in the corporate trust administration of the Trustee
     shall have obtained actual knowledge.

<PAGE>

          (8)  The Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate,
     statement,  instrument,  opinion, report,  notice,  request,
     direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document, but the Trustee may,
     in its discretion, make such further inquiry or investigation
     into such facts or matters as it may see fit.
(1)
Section 1.57   Individual Rights of Trustee.

     The  Trustee  in  its individual or any other  capacity  may
become the owner or pledgee of Notes and may otherwise deal  with
the  Company or any Affiliate of the Company with the same rights
it would have if it were not Trustee.  However, in the event that
the  Trustee acquires any conflicting interest (as defined in the
TIA) it must eliminate such conflict within 90 days, apply to the
SEC  for permission to continue as trustee or resign.  Any  Agent
may do the same with like rights and duties.  The Trustee is also
subject to Sections 7.10 and 7.11 hereof.

Section 1.58   Trustee's Disclaimer.

     The  Trustee  shall  not be responsible  for  and  makes  no
representation  as to the validity or adequacy of this  Indenture
or  the Notes, it shall not be accountable for the Company's  use
of  the  proceeds from the Notes or any money paid to the Company
or  upon  the  Company's direction under any  provision  of  this
Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee,
and  it  shall  not be responsible for any statement  or  recital
herein  or  any statement in the Notes or any other  document  in
connection  with  the  sale  of the Notes  or  pursuant  to  this
Indenture other than its certificate of authentication.

Section 1.59   Notice of Defaults Agreement.

     If  a  Default or Event of Default occurs and is  continuing
and  if  it  is known to the Trustee, the Trustee shall  mail  to
Holders  of  Notes  a  notice in the manner  and  to  the  extent
provided by Section 313(c) of the TIA of the Default or Event  of
Default within 90 days after it occurs.  Except in the case of  a
Default  or Event of Default in payment of principal of, premium,
if  any,  or  interest on any Note, the Trustee may withhold  the
notice  if  and  so long as a committee of its Officers  in  good
faith  determines that withholding the notice is in the interests
of the Holders of the Notes.

Section 1.60   Reports by Trustee to Holders of the Notes.

          (1)  Within 60 days after each March 15 beginning with the March
     15 following the date of this Indenture, and for so long as Notes
     remain outstanding, the Trustee shall mail to the Holders of the
     Notes  a  brief report dated as of such reporting date  that
     complies with TIA  313(a) (but if no event described in  TIA
       313(a)  has  occurred within the 12 months  preceding  the
     reporting date, no report need be transmitted).  The Trustee also
     shall  comply with TIA  313(b)(2).  The Trustee  shall  also
     transmit by mail all reports as required by TIA  313(c).

          (2)  A copy of each report at the time of its mailing to the
     Holders of Notes shall be mailed to the Company and filed with
     the SEC and each stock exchange on which the Notes are listed in
     accordance with TIA  313(d).  The Company shall promptly notify
     the Trustee when the Notes are listed on any stock exchange.

Section 1.61   Compensation and Indemnity.

          (1)  The Company shall pay to the Trustee from time to time
     reasonable compensation for its acceptance of this Indenture and
     services hereunder.  The Trustee's compensation shall not

<PAGE>

     be limited by any law on compensation of a trustee of an express
     trust.  The Company shall reimburse the Trustee promptly upon
     request for all reasonable disbursements, advances and expenses
     incurred or made by it in addition to the compensation for its
     services.    Such  expenses  shall  include  the  reasonable
     compensation, disbursements and expenses of the Trustee's agents
     and counsel.

          (2)  The Company shall indemnify the Trustee against any and all
     losses, liabilities or expenses (including reasonable attorneys'
     fees) incurred by it arising out of or in connection with the
     acceptance or administration of its duties under this Indenture,
     including the costs and expenses of enforcing this Indenture
     against the Company (including this Section 7.7) and defending
     itself against any claim (whether asserted by the Company or any
     Holder or any other Person) or liability in connection with the
     exercise or performance of any of its powers or duties hereunder,
     except to the extent any such loss, liability or expense may be
     attributable to its negligence, bad faith or willful misconduct.
     The Trustee shall notify the Company promptly of any claim for
     which it may seek indemnity.  Failure by the Trustee to so notify
     the Company shall not relieve the Company of its obligations
     hereunder.  The Company shall defend the claim and the Trustee
     shall cooperate in the defense.  The Trustee may have separate
     counsel  and the Company shall pay the reasonable  fees  and
     expenses of such counsel.  The Company need not pay for  any
     settlement made without its consent, which consent shall not be
     unreasonably withheld.

          (3)  The obligations of the Company under this Section 7.7 shall
     survive the satisfaction and discharge of this Indenture.

          (4)  To secure the Company's payment obligations in this Section,
     the Trustee shall have a Lien prior to the Notes on all money or
     property held or collected by the Trustee, except that held in
     trust  to  pay  principal and interest on particular  Notes;
     provided, that nothing stated herein shall modify the rights as
     between the Holders of the Notes and the holders of the Senior
     Debt or Senior Debt of the Guarantors, as applicable, as set
     forth  in  Article XI hereof.  Such Lien shall  survive  the
     satisfaction and discharge of this Indenture.

          (5)  When the Trustee incurs expenses or renders services after
     an  Event  of  Default specified in Sections 6.1(a)(vii)  or
     6.1(a)(viii) hereof occurs, the expenses and the compensation for
     the services (including the fees and expenses of its agents and
     counsel) are intended to constitute expenses of administration
     under any Bankruptcy Law.

          (6)  The Trustee shall comply with the provisions of TIA
      313(b)(2) to the extent applicable.

Section 1.62   Replacement of Trustee.

          (1)  A resignation or removal of the Trustee and appointment of a
     successor Trustee shall become effective only upon the successor
     Trustee's acceptance of appointment as provided in this Section
     7.8.

          (2)  The Trustee may resign in writing at any time and be
     discharged from the trust hereby created by so notifying the
     Company.  The Holders of Notes of a majority in principal amount
     of  the then outstanding Notes may remove the Trustee by  so
     notifying the Trustee and the Company in writing.  The Company
     may remove the Trustee if:

               (1)  the Trustee fails to comply with Section 7.10 hereof;

<PAGE>

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

               (3)  a Custodian or public officer takes charge of the Trustee
          or its property; or

               (4)  the Trustee becomes incapable of acting.

          (3)  If the Trustee resigns or is removed or if a vacancy exists
     in  the office of Trustee for any reason, the Company  shall
     promptly appoint a successor Trustee.  Within one year after the
     successor Trustee takes office, the Holders of a majority in
     principal amount of the then outstanding Notes may appoint a
     successor Trustee to replace the successor Trustee appointed by
     the Company.

          (4)  If a successor Trustee does not take office within 60 days
     after the retiring Trustee resigns or is removed, the retiring
     Trustee, the Company, or the Holders of Notes of at least 10% in
     principal amount of the then outstanding Notes may petition any
     court  of  competent jurisdiction for the appointment  of  a
     successor Trustee.

          (5)  If the Trustee, after written request by any Holder of a
     Note who has been a Holder of a Note for at least six months,
     fails to comply with Section 7.10, such Holder of a Note may
     petition any court of competent jurisdiction for the removal of
     the Trustee and the appointment of a successor Trustee.

          (6)  A successor Trustee shall deliver a written acceptance of
     its  appointment to the retiring Trustee and to the Company.
     Thereupon, the resignation or removal of the retiring Trustee
     shall become effective, and the successor Trustee shall have all
     the  rights,  powers  and duties of the Trustee  under  this
     Indenture.  The successor Trustee shall mail a notice of its
     succession to Holders of the Notes.  The retiring Trustee shall
     promptly transfer all property held by it as Trustee to  the
     successor Trustee;  provided, that all sums owing to the Trustee
     hereunder have been paid and subject to the Lien provided for in
     Section 7.7 hereof.  Notwithstanding replacement of the Trustee
     pursuant to this Section 7.8, the Company's obligations under
     Section 7.7 hereof shall continue for the benefit of the retiring
     Trustee.

Section 1.63   Successor Trustee by Merger, etc.

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

Section 1.64   Eligibility; Disqualification.

          (1)  There shall at all times be a Trustee hereunder that is a
     corporation or trust company (or a member of a bank  holding
     company) organized and doing business under the laws of  the
     United  States  of America or of any state thereof  that  is
     authorized under such laws to exercise corporate trustee power,
     that is subject to supervision or examination by federal or state
     authorities and that has (or the bank holding company of which it
     is  a member has) a combined capital and surplus of at least
     $50,000,000 as set forth in its most recent published annual
     report of condition.

          (2)  This Indenture shall always have a Trustee who satisfies the
     requirements of TIA  310(a)(1), (2) and (5).  The Trustee is
     subject to TIA  310(b).

Section 1.65   Preferential Collection of Claims against Company.

<PAGE>

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


                          ARTICLE VIII
            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section  1.66    Option  to Effect Legal Defeasance  or  Covenant
     Defeasance.

     The  Company  may, at the option of its Board  of  Directors
evidenced  by a resolution set forth in an Officers' Certificate,
at  any  time, elect to have either Section 8.2 or 8.3 hereof  be
applied  to  all  outstanding  Notes  upon  compliance  with  the
conditions set forth below in this Article VIII.

Section 1.67   Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.1 hereof of  the
option  applicable to this Section 8.2, each of the  Company  and
the Guarantors, as applicable, shall, subject to the satisfaction
of  the applicable conditions set forth in Section 8.4 hereof, be
deemed  to have been discharged from its obligations with respect
to  all  outstanding Notes and Guarantees, as applicable, on  the
date  the  conditions set forth below are satisfied (hereinafter,
"Legal  Defeasance").  For this purpose, Legal  Defeasance  means
that the Company shall be deemed to have paid and discharged  the
entire Indebtedness represented by the outstanding Notes and  the
Guarantors shall be deemed to have paid and discharged the entire
Indebtedness  represented  by the outstanding  Guarantees,  which
shall  thereafter  be  deemed to be "outstanding"  only  for  the
purposes  of  Section 8.5 hereof and the other Sections  of  this
Indenture referred to in (a) and (b) below, and to have satisfied
all  its other obligations under such Notes, such Guarantees  and
this  Indenture (and the Trustee, on demand of and at the expense
of  the  Company, shall execute proper instruments  acknowledging
the  same),  except  for  the following  provisions  which  shall
survive  until  otherwise  terminated  or  discharged  hereunder:
(a)  the rights of Holders of outstanding Notes to receive solely
from  the trust fund described in Section 8.4 hereof, and as more
fully  set  forth  in such Section, payments in  respect  of  the
principal  of,  premium,  if  any, and  interest  and  Liquidated
Damages,  if  any,  on  such Notes when such  payments  are  due,
(b)  the  Company's obligations with respect to such Notes  under
Article  II  and  Section  4.2 hereof, (c)  the  rights,  powers,
trusts,  duties and immunities of the Trustee hereunder  and  the
Company's  obligations  in  connection  therewith  and  (d)  this
Article VIII.  Subject to compliance with this Article VIII,  the
Company   may   exercise  its  option  under  this  Section   8.2
notwithstanding  the prior exercise of its option  under  Section
8.3 hereof.

Section 1.68   Covenant Defeasance.

     Upon the Company's exercise under Section 8.1 hereof of  the
option   applicable  to  this  Section  8.3,   subject   to   the
satisfaction  of the applicable conditions set forth  in  Section
8.4 hereof, the Company and the Guarantors shall be released from
their  respective obligations under Sections 4.3, 4.4, 4.5,  4.7,
4.8,  4.9,  4.10, 4.11, 4.12, 4.13, 4.14, 4.15,  4.16,  4.17  and
clause  (iii) of Section 5.1 hereof and the Guarantors  shall  be
released from their obligations under Section 10.3(b) hereof,  in
each  case  on and after the date the conditions set forth  below
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
and  the  Guarantees shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration
or  act  of  Holders  (and the consequences of  any  thereof)  in
connection with such covenants, but shall continue to  be  deemed
"outstanding"  for  all  other  purposes  hereunder   (it   being
understood  that  such Notes shall not be deemed outstanding  for
accounting  purposes).   For  this purpose,  Covenant  Defeasance
means  that,  with respect to the outstanding Notes, the  Company
may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant,
whether  directly  or  indirectly, by  reason  of  any  reference
elsewhere  herein  to  any such covenant  or  by  reason  of  any
reference  in any such covenant to any other provision herein  or
in  any  other  document and such omission to  comply  shall  not
constitute  a  Default or an Event of Default under  Section  6.1
hereof,  but,  except as specified above, the remainder  of  this

<PAGE>

Indenture  and  such  Notes  shall  be  unaffected  thereby.   In
addition, upon the Company's exercise under Section 8.1 hereof of
the  option applicable to this Section 8.3 hereof, subject to the
satisfaction  of the applicable conditions set forth  in  Section
8.4  hereof,  (a) Sections 6.1(a)(iii) through 6.1(a)(vi)  hereof
shall   not  constitute  Events  of  Default  and  (b)   Sections
6.1(a)(vii)  and  6.1(a)(viii) shall  not  constitute  Events  of
Default  as  of  the  91st day following the  occurrence  of  the
Company's  exercise  of Covenant Defeasance;  provided,  however,
that  for  all other purposes as set forth herein, such  Covenant
Defeasance provisions shall be effective.

Section 1.69   Conditions to Legal or Covenant Defeasance.

          (1)  The following shall be the conditions to the application of
     either Section 8.2 or 8.3 hereof to the outstanding Notes:

               In  order  to exercise either Legal Defeasance  or
Covenant Defeasance:

               (1)  the Company must irrevocably deposit or cause to be
          deposited with the Trustee, in trust, for the benefit of the
          Holders of the Notes, U.S. legal tender, U.S. Government
          Obligations or a combination thereof, in such amounts as will be
          sufficient, in the opinion of a nationally recognized firm of
          independent public accountants, to pay the principal of, premium,
          if any, Liquidated Damages, if any, and interest on such Notes on
          the stated date for payment thereof or on the redemption date of
          such principal or installment of principal of, premium, if any,
          Liquidated Damages, if any, or interest on such Notes, and the
          Holders of Notes must have a valid, perfected, exclusive security
          interest in such trust;

               (2)  in the case of an election under Section 8.2 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States reasonably acceptable to the Trustee
          confirming that (A) the Company has received from, or there has
          been published by the Internal Revenue Service, a ruling or
          (B) since the date of this Indenture, there has been a change in
          the applicable federal income tax law, in either case to the
          effect that, and based thereon such Opinion of Counsel shall
          confirm that, the Holders of such Notes will not recognize
          income, gain or loss for federal income tax purposes as a result
          of such Legal Defeasance and will be subject to federal income
          tax on the same amounts, in the same manner and at the same times
          as would have been the case if such Legal Defeasance had not
          occurred;

               (3)  in the case of an election under Section 8.3 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States reasonably acceptable to such Trustee
          confirming that the Holders of such Notes will not recognize
          income, gain or loss for federal income tax purposes as a result
          of such Covenant Defeasance and will be subject to federal income
          tax on the same amounts, in the same manner and at the same times
          as would have been the case if such Covenant Defeasance had not
          occurred;

               (4)  no Default or Event of Default shall have occurred and be
          continuing on the date of such deposit;

               (5)  such Legal Defeasance or Covenant Defeasance shall not
          result in a breach or violation of, or constitute a default under
          this Indenture or any other material agreement or instrument to
          which the Company or any of its Subsidiaries is a party or by
          which the Company or any of its Subsidiaries is bound;

               (6)  the Company shall have delivered to the Trustee an
          Officers' Certificate stating that the deposit was not made by the
          Company with the intent of preferring the

<PAGE>

          Holders of such Notes over any other creditors of the Company or with
          the intent of defeating, hindering, delaying or defrauding any other
          creditors of the Company or others; and

               (7)  the Company shall have delivered to the Trustee an
          Officers' Certificate and an Opinion of Counsel, each stating that
          the conditions precedent provided for in, in the case of the
          Officers' Certificate, clauses (i) through (vi) and, in the case
          of the Opinion of Counsel, clauses (i) (with respect to the
          validity and perfection of the security interest), (ii),
          (iii) and (v) of this paragraph (a) have been complied with.

          (2)  If the funds deposited with the Trustee to effect Covenant
     Defeasance are insufficient to pay the principal of, premium, if
     any, and interest on the Notes when due, then the obligations of
     the Company and the Guarantors under this Indenture will  be
     revived and no such defeasance shall be deemed to have occurred.

Section  1.70   Deposited Money and Government Securities  to  be
     Held in Trust; Other Miscellaneous Provisions.

          (1)  Subject to Section 8.6 hereof, all money and U.S. Government
     Obligations (including the proceeds thereof) deposited with the
     Trustee (or other qualifying trustee, collectively for purposes
     of  this Section 8.5, the "Trustee") pursuant to Section 8.4
     hereof in respect of the outstanding Notes shall be held in trust
     and applied by the Trustee, in accordance with the provisions of
     such Notes and this Indenture, to the payment, either directly or
     through any Paying Agent (including the Company acting as Paying
     Agent) as the Trustee may determine, to the Holders of such Notes
     of  all  sums  due and to become due thereon in  respect  of
     principal, premium, if any, and interest (and Liquidated Damages,
     if any), but such money need not be segregated from other funds
     except to the extent required by law.

          (2)  The Company shall pay and indemnify the Trustee against any
     tax, fee or other charge imposed on or assessed against the cash
     or U.S. Government Obligations deposited pursuant to Section 8.4
     hereof or the principal and interest received in respect thereof,
     other than any such tax, fee or other charge which by law is for
     the account of the Holders of the outstanding Notes.

          (3)   Anything  in  this Article VIII to  the  contrary
     notwithstanding, the Trustee shall deliver or pay to the Company
     from time to time upon the request of the Company any money or
     U.S. Government Obligations held by it as provided in Section 8.4
     hereof which, in the opinion of a nationally recognized firm of
     independent  public  accountants  expressed  in  a   written
     certification thereof delivered to the Trustee (which may be the
     opinion delivered under Section 8.4(a) hereof), are in excess of
     the amount thereof that would then be required to be deposited to
     effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 1.71   Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or
then  held  by  the  Company, in trust for  the  payment  of  the
principal  of, premium, if any, Liquidated Damages,  if  any,  or
interest on any Note and remaining unclaimed for two years  after
such  principal, and premium, if any, Liquidated Damages, if any,
or  interest  has become due and payable shall  be  paid  to  the
Company  on its written request or (if then held by the  Company)
shall be discharged from such trust; and the Holder of such  Note
shall  thereafter, as a creditor, look only to  the  Company  for
payment thereof, and all liability of the Trustee or such  Paying
Agent with respect to such trust money, and all liability of  the
Company  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
Company cause to be published once, in the New York Times and The

<PAGE>

Wall  Street Journal (national edition), notice that  such  money
remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification
or   publication,  any  unclaimed  balance  of  such  money  then
remaining will be repaid to the Company.

Section 1.72   Reinstatement.

          If  the Trustee or Paying Agent is unable to apply  any
United  States  legal  tender or U.S. Government  Obligations  in
accordance with Section 8.2 or 8.3 hereof, as the case may be, by
reason  of  any  order or judgment of any court  or  governmental
authority  enjoining, restraining or otherwise  prohibiting  such
application, then the Company's obligations under this  Indenture
and  the  Notes  shall  be revived and reinstated  as  though  no
deposit had occurred pursuant to Section 8.2 or 8.3 hereof  until
such  time as the Trustee or Paying Agent is permitted  to  apply
all  such money in accordance with Section 8.2 or 8.3 hereof,  as
the  case may be;  provided, however, that, if the Company  makes
any  payment of principal of, premium, if any, or interest on any
Note  following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying
Agent.

Section 1.73   Satisfaction and Discharge.

     In  addition to the Company's rights under Sections 8.2  and
8.3,  the  Company and the Guarantors may terminate all of  their
obligations under this Indenture (subject to Section 8.7) when:

          (1)   either (i) all such outstanding Notes theretofore
     authenticated and delivered (other than Notes that have been
     destroyed, lost or stolen and that have been replaced or paid as
     provided in Section 2.7) have been delivered to the Trustee for
     cancellation, or (ii) all such Notes not theretofore delivered to
     the Trustee for cancellation have become due and payable or,
     within  one  year will become due and payable or subject  to
     redemption  under Section 3.7 hereof, and  the  Company  has
     irrevocably deposited or caused to be deposited with the Trustee
     funds in an amount sufficient to pay and discharge the entire
     Indebtedness on the Notes not theretofore delivered  to  the
     Trustee for cancellation, for principal of, premium, if any, and
     interest to the Stated Maturity of the Notes;

          (2)  the Company has paid all sums payable hereunder;

          (3)  the Company has delivered irrevocable instructions to the
     Trustee to apply the deposited money toward the payment of the
     Notes at maturity or on the redemption date, as the case may be;

          (4)  the Holders have a valid, perfected, exclusive security
     interest in such trust; and

          (5)  the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all
     conditions  precedent  specified  herein  relating  to   the
     satisfaction and discharge of this Indenture have been complied
     with, and that such satisfaction and discharge will not result in
     a breach or violation of, or constitute a Default under, this
     Indenture or any other material instrument to which the Company,
     any Guarantors or any of their Subsidiaries is a party or by
     which it or their property is bound.
(1)
                           ARTICLE IX
                AMENDMENT, SUPPLEMENT AND WAIVER

Section 1.74   Without Consent of Holders of Notes.

<PAGE>

          (1)  Notwithstanding Section 9.2 of this Indenture, the Company,
     any  Guarantor and the Trustee may amend or supplement  this
     Indenture, the Notes or any Guarantee, without the consent of any
     Holder of a Note:

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

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

               (3)  to provide for the assumption of the Company's obligations
          to  the Holders of the Notes in the case of a merger or
          consolidation pursuant to Article V hereof;

               (4)  to provide for additional Guarantors as set forth in
          Section 10.4 or for the release or assumption of a Guarantee in
          compliance with this Indenture;

               (5)  to make any change that would provide any additional rights
          or benefits to the Holders of the Notes or that does not
          adversely affect the rights hereunder of any Holder;

               (6)  to comply with the provisions of the Depositary, Euroclear
          or Cedel or the Trustee with respect to the provisions of this
          Indenture or the Notes relating to transfers and exchanges of
          Notes or beneficial interests therein; or

               (7)  to comply with requirements of the SEC in order to effect
          or maintain the qualification of this Indenture under the TIA.

          (2)  Upon the request of the Company accompanied by a resolution
     of its Board of Directors authorizing the execution of any such
     amended or supplemental Indenture, and upon receipt  by  the
     Trustee of the documents described in Section 9.6 hereof, the
     Trustee shall join with the Company in the execution of  any
     amended or supplemental Indenture authorized or permitted by the
     terms  of this Indenture and to make any further appropriate
     agreements and stipulations that may be therein contained, but
     the Trustee shall not be obligated to enter into such amended or
     supplemental Indenture that adversely affects its own rights,
     duties or immunities under this Indenture or otherwise.

Section 1.75   With Consent of Holders of Notes.

          (1)  Except as expressly stated otherwise in this Section 9.2,
     and subject to Sections 6.4 and 6.7 hereof, the Company, any
     Guarantor and the Trustee may amend or supplement this Indenture,
     the Notes and the Guarantees, with the consent of the Holders of
     a  majority in aggregate principal amount of the Notes  then
     outstanding (including, without limitation, consents obtained in
     connection with a purchase of, or tender offer or exchange offer
     for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any
     existing Default or Event of Default (other than a Default or
     Event of Default in the payment of the principal of, premium, if
     any, or interest on the Notes, except a payment default resulting
     from an acceleration that has been rescinded) or compliance with
     any provision of this Indenture or the Notes may be waived with
     the consent of the Holders of a majority in aggregate principal
     amount of the then outstanding Notes (including consents obtained
     in connection with a purchase of, or tender offer or exchange
     offer for, the Notes);  provided, that no such modification may,
     without the consent of Holders of at least 66_% in aggregate
     principal amount of Notes at the time outstanding, modify the
     provisions (including the defined terms used therein) of Section
     4.13 in a manner adverse to the Holders; and  provided, further,
     that no such modification may, without the consent of each Holder
     affected thereby

<PAGE>

               (1)  change the Stated Maturity on any Note, or reduce the
          principal amount thereof or the rate (or extend the time for
          payment) of interest thereon or any premium payable upon the
          redemption thereof at the Company's option, or change the place
          of payment where, or the coin or currency in which, any Note or
          any premium or the interest thereon (and Liquidated Damages, if
          any) 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 at the Company's option, on
          or after the Redemption Date), or, after the applicable Change of
          Control or Asset Sale occurs, reduce the corresponding Change of
          Control Purchase Price or the Asset Sale Offer Price or alter the
          provisions (including the defined terms used herein) of Article
          III of this Indenture in a manner adverse to the Holders; or

               (2)  reduce the percentage in principal amount of the
          outstanding Notes, the consent of whose Holders is required for any
          such amendment, supplemental indenture or waiver provided for in this
          Indenture; or

               (3)  modify any of the waiver provisions, except to increase any
          required 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.

          (2)  In connection with any amendment, supplement or waiver under
     this Article IX, the Company may, but shall not be obligated to,
     offer to any Holder who consents to such amendment, supplement or
     waiver,  or to all Holders, consideration for such  Holder's
     consent to such amendment, supplement or waiver.

          (3)  Upon the request of the Company accompanied by a resolution
     of its Board of Directors authorizing the execution of any such
     amended or supplemental indenture, and upon the filing with the
     Trustee of evidence satisfactory to the Trustee of the consent of
     the  Holders of Notes as aforesaid, and upon receipt by  the
     Trustee of the documents described in Section 9.6 hereof, the
     Trustee shall join with the Company in the execution of such
     amended  or  supplemental indenture unless such  amended  or
     supplemental  indenture adversely affects the Trustee's  own
     rights, duties or immunities under this Indenture or otherwise,
     in which case the Trustee may in its discretion, but shall not be
     obligated to, enter into such amended or supplemental indenture.

          (4)  It shall not be necessary for the consent of the Holders of
     Notes under this Section 9.2 to approve the particular form of
     any proposed amendment or waiver, but it shall be sufficient if
     such consent approves the substance thereof.

          (5)  After an amendment, supplement or waiver under this Section
     becomes effective, the Company shall mail to the Holders of Notes
     affected  thereby a notice briefly describing the amendment,
     supplement or waiver.  Any failure of the Company to mail such
     notice, or any defect therein, shall not, however, in any way
     impair or affect the validity of any such amended or supplemental
     indenture or waiver.
(1)
Section 1.76   Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes
shall  be set forth in an amended or supplemental Indenture  that
complies with the TIA as then in effect.

Section 1.77   Revocation and Effect of Consents.

<PAGE>

          (1)  Until an amendment, supplement or waiver becomes effective
     (as determined by the Company and which may be prior to any such
     amendment, supplement or waiver becoming operative), a consent to
     it by a Holder of a Note is a continuing consent by the Holder of
     a Note and every subsequent Holder of a Note or portion of a Note
     that evidences the same Indebtedness as the consenting Holder's
     Note, even if notation of the consent is not made on any Note.
     However, any such Holder of a Note or subsequent Holder of a Note
     may revoke the consent as to its Note if the Trustee receives
     written  notice  of revocation before the date  the  waiver,
     supplement or amendment becomes effective (as determined by the
     Company).

          (2)  The Company may, but shall not be obligated to, fix a record
     date for the purpose of determining the Holders entitled  to
     consent to any amendment, supplement or waiver, which record date
     shall be the date so fixed by the Company notwithstanding the
     provisions  of  the TIA.  If a record date  is  fixed,  then
     notwithstanding the last sentence of the immediately preceding
     paragraph, those Persons who were Holders at such record date,
     and only those Persons (or their duly designated proxies), shall
     be entitled to revoke any consent previously given, whether or
     not such Persons continue to be Holders after such record date.

          (3)  After an amendment, supplement or waiver becomes effective,
     it shall bind every Holder unless it makes a change described in
     any of clauses (a)(i) through (a)(iii) of Section 9.2 hereof, in
     which case, the amendment, supplement or waiver shall bind only
     each  Holder  of a Note who has consented to  it  and  every
     subsequent Holder of a Note or portion of a Note that evidences
     the same debt as the consenting Holder's Note;  provided, that
     any  such waiver shall not impair or affect the right of any
     Holder  to receive payment of principal and premium  of  and
     interest (and Liquidated Damages, if any) on a Note, on or after
     the  respective dates set for such amounts to become due and
     payable  expressed in such Note, or to bring  suit  for  the
     enforcement of any such payment on or after such  respective
     dates.

Section 1.78   Notation on or Exchange of Notes.

          (1)  The Trustee may place an appropriate notation about an
     amendment,  supplement  or waiver  on  any  Note  thereafter
     authenticated.  The Company in exchange for all Notes may issue
     and the Trustee shall authenticate new Notes that reflect the
     amendment, supplement or waiver.

          (2)  Failure to make the appropriate notation or issue a new Note
     shall  not affect the validity and effect of such amendment,
     supplement or waiver.

Section 1.79   Trustee to Sign Amendments, etc.

     The  Trustee shall sign any amendment, supplement or  waiver
authorized   pursuant  to  this  Article  IX  if  the  amendment,
supplement  or  waiver  does  not adversely  affect  the  rights,
duties,  liabilities or immunities of the Trustee.  In  executing
any  amendment,  supplement  or  waiver,  the  Trustee  shall  be
entitled to receive indemnity reasonably satisfactory to  it  and
to  receive and (subject to Section 7.1) shall be fully protected
in  relying  upon,  an Officers' Certificate and  an  Opinion  of
Counsel  stating that the execution of such amendment, supplement
or waiver is authorized or permitted by this Indenture.


                           ARTICLE X
                           GUARANTEES

Section 1.80   Guarantees.

<PAGE>

          (1)  Subject to the provisions of this Article X, and in
     consideration of good and valuable consideration, the receipt of
     and sufficiency of which are hereby acknowledged, each Guarantor
     that  from  time  to  time shall be required  to  execute  a
     supplemental indenture in accordance with Section 10.4 hereof,
     jointly and severally, if any, to the fullest extent permitted
     under applicable law, irrevocably and unconditionally guarantees,
     as to each Holder of a Note authenticated and delivered by the
     Trustee and to the Trustee and its successors and assigns, that:
     (i) the principal of, and premium and interest and Liquidated
     Damages, if any, on the Notes shall be duly and punctually paid
     in full when due, whether at maturity, by acceleration, call for
     redemption, upon a Change of Control Offer, upon an Asset Sale
     Offer  or otherwise, and interest on overdue principal,  and
     premium, if any, and (to the extent permitted by law) interest on
     any interest, if any, on the Notes and all other obligations of
     the Company to the Holders or the Trustee hereunder or under the
     Notes (including fees, expenses or other) shall be promptly paid
     in full or performed, all in accordance with the terms hereof;
     and (ii) in case of any extension of time of payment or renewal
     of any Notes or any of such other obligations, the same shall be
     promptly paid in full when due or performed in accordance with
     the  terms  of the extension or renewal, whether  at  stated
     maturity, by acceleration, call for redemption, upon a Change of
     Control, upon an Asset Sale Offer or otherwise (collectively, the
     "Guarantee Obligations").  Failing payment when due  of  any
     Guarantee  Obligation or failing performance  of  any  other
     obligation of the Company to the Holders, for whatever reason,
     each Guarantor shall be obligated to pay, or to perform or to
     cause the performance of, the same immediately and before the
     failure to so pay becomes an Event of Default.  An Event  of
     Default under this Indenture or the Notes shall constitute an
     event of default under the Guarantee, and shall entitle  the
     Trustee  or the Holders of Notes to accelerate the Guarantee
     Obligations of each Guarantor hereunder in the same manner and to
     the same extent as the Obligations of the Company.

          (2)  Each Guarantor hereby agrees that, to the fullest extent
     permitted  under  applicable law, its Guarantee  Obligations
     hereunder shall be unconditional, irrespective of the validity,
     regularity or enforceability of the Notes or this Indenture, the
     absence of any action to enforce the same, any waiver or consent
     by any Holder of the Notes with respect to any thereof, the entry
     of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a
     legal or equitable discharge or defense of a Guarantor.  Each
     Guarantor  hereby,  to  the fullest extent  permitted  under
     applicable law, waives and relinquishes, (i) any right to require
     the Trustee, the Holders or the Company (each, a "Benefitted
     Party") to proceed against the Company, the Subsidiaries or any
     other Person or to proceed against or exhaust any security held
     by a Benefitted Party at any time or to pursue any other remedy
     in  any secured party's power before proceeding against  the
     Guarantors; (ii) any defense that may arise by reason of the
     incapacity, lack of authority, death or disability of any other
     Person or Persons or the failure of a Benefitted Party to file or
     enforce a claim against the estate (in administration, bankruptcy
     or any other proceeding) of any other Person or Persons; (iii)
     demand,  protest and notice of any kind (except as expressly
     required by this Indenture), including but not limited to notice
     of the existence, creation or incurring of any new or additional
     Indebtedness or obligation or of any action or non-action on the
     part  of the Guarantors, the Company, the Subsidiaries,  any
     Benefitted Party, any creditor of the Guarantors, the Company or
     the Subsidiaries or on the part of any other Person whomsoever in
     connection with any obligations the performance of which are
     hereby guaranteed; (vi) any defense based upon an election of
     remedies by a Benefitted Party, including but not limited to an
     election to proceed against the Guarantors for reimbursement; (v)
     any defense based upon any statute or rule of law which provides
     that the obligation of a surety must be neither larger in amount
     nor in other respects more burdensome than that of the principal;
     (vi)  any  defense  arising because of a Benefitted  Party's
     election, in any proceeding instituted under the Bankruptcy Law,
     of the application of Section 1111(b)(2) of the Bankruptcy Code;
     and  (vii) any defense based on any borrowing or grant of  a
     security interest under Section 364 of the Bankruptcy Code.  The
     Guarantors hereby covenant that, except as otherwise provided
     therein, the Guarantees shall not be discharged except by payment
     in

<PAGE>

     full of all Guarantee Obligations, including the principal,
     premium, if any, and interest on the Notes and all other costs
     provided for under this Indenture or as provided in Section 8.1.

          (3)  If any Holder or the Trustee is required by any court or
     otherwise to return to either the Company or the Guarantors, or
     any trustee or similar official acting in relation to either the
     Company or the Guarantors, any amount paid by the Company or the
     Guarantors to the Trustee or such Holder, the Guarantees, to the
     extent theretofore discharged, shall be reinstated in full force
     and effect.  Each of the Guarantors agrees that it shall not be
     entitled to any right of subrogation in relation to the Holders
     in respect of any Guarantee Obligations hereby until payment in
     full of all such obligations guaranteed hereby.  Each Guarantor
     agrees that, as between it, on the one hand, and the Holders of
     Notes and the Trustee, on the other hand, (i) the maturity of the
     obligations guaranteed hereby may be accelerated as provided in
     Article VI hereof for the purposes hereof, notwithstanding any
     stay,  injunction  or  other  prohibition  preventing   such
     acceleration in respect of the Guarantee Obligations, and (ii) in
     the event of any acceleration of such obligations as provided in
     Article VI hereof, such Guarantee Obligations (whether or not due
     and payable), shall forthwith become due and payable by such
     Guarantor for the purpose of the Guarantee.

Section 1.81   Execution and Delivery of Guarantees.

          (1)  To evidence the Guarantees set forth in Section 10.1 hereof,
     each  of the Guarantors agrees that a supplemental indenture
     substantially in the form of Exhibit E hereto shall be executed
     on behalf of each of the Guarantors by an Officer of each of the
     Guarantors.

          (2)  Each of the Guarantors agree that the Guarantees set forth
     in this Article X shall remain in full force and effect and apply
     to all the Notes notwithstanding any failure to endorse on each
     Note a notation of the Guarantees.

          (3)  If an Officer whose facsimile signature is on a Note or a
     notation of Guarantee no longer holds that office at the time the
     Trustee  authenticates the Note on which the Guarantees  are
     endorsed, the Guarantees shall be valid nevertheless.

          (4)  The delivery of any Note by the Trustee, after the
     authentication thereof hereunder, shall constitute due delivery
     of the Guarantees set forth in this Indenture on behalf of the
     Guarantors.

Section  1.82    Guarantors  May Consolidate,  etc.,  on  Certain
     Terms.

          (1)  Nothing contained in this Indenture or in the Notes shall
     prevent any consolidation or merger of any Guarantor with or into
     each  other  or  with or into the Company.   Upon  any  such
     consolidation  or  merger, the Subsidiary Guarantee  of  the
     Subsidiary Guarantor that does not survive the consolidation or
     merger shall no longer be of any force or effect.

          (2)  Except for a merger or consolidation in which a Guarantor is
     sold  and  its Guarantee is released in compliance with  the
     provisions of Section 10.5, no Guarantor shall consolidate or
     merge  with  or into (whether or not such Guarantor  is  the
     surviving  Person)  another Person unless,  subject  to  the
     provisions  of  the  following paragraph and  certain  other
     provisions  of this Indenture, (i) the Person formed  by  or
     surviving any such consolidation or merger (if other than such
     Guarantor) assumes all the obligations of such Guarantor pursuant
     to a supplemental indenture in form reasonably satisfactory to
     the Trustee, pursuant to which such person shall unconditionally
     guarantee,  on  a  senior subordinated basis,  all  of  such
     Guarantor's obligations under such Guarantor's Guarantee and this
     Indenture on the terms set forth in this Indenture; and (ii)
     immediately before and immediately after giving effect to such
     transaction on a  pro forma basis, no Default or Event of Default
     shall  have occurred or be continuing.  In case of any  such
     consolidation or  merger and upon

<PAGE>

     the assumption by the successor corporation, by supplemental indenture,
     executed and delivered to the Trustee and reasonably satisfactory in form
     to the Trustee, of  the  Guarantees endorsed upon the Notes and the due
     and punctual performance of all of the covenants and conditions of
     this Indenture to be performed by such Guarantor, such successor
     corporation  shall  succeed to and be substituted  for  such
     Guarantor with the same effect as if it had been named herein as
     a Guarantor.  Such successor corporation thereupon may cause to
     be signed any or all of the Guarantees to be endorsed upon all of
     the Notes issuable hereunder which theretofore shall not have
     been signed by the Company and delivered to the Trustee.  All the
     Guarantees so issued shall in all respects have the same legal
     rank  and  benefit  under this Indenture as  the  Guarantees
     theretofore and thereafter issued in accordance with the terms of
     this Indenture as though all of such Guarantees had been issued
     at the date of the execution hereof.

          (3)  The Trustee, subject to the provisions of Section 12.4
     hereof, shall be entitled to receive an Officers' Certificate as
     conclusive evidence that any such consolidation or merger, and
     any such assumption of Guarantee Obligations, comply with the
     provisions of this Section 10.3.  Such Officers' Certificate
     shall comply with the provisions of Section 12.5.

Section 1.83   Future Guarantors.

     The Company shall not permit any Subsidiary individually  or
together  with all other Subsidiaries that are not Guarantors  to
become Material Domestic Subsidiaries unless such Subsidiary  and
all   such  other  Subsidiaries,  if  applicable,  simultaneously
executes a supplemental indenture to this Indenture providing for
the  Guarantee of the payment of the Notes by such Subsidiary  or
Subsidiaries,   which  Guarantee(s)  shall  be  irrevocable   and
unconditional  in  respect  of all principal,  premium,  if  any,
Liquidated Damages, if any, and interest on the Notes on a senior
subordinated  basis  and  shall execute a supplemental  indenture
substantially in the form of Exhibit E hereto.

Section 1.84   Release of Guarantors.

          (1)  Notwithstanding Section 10.3(b), upon the sale  or
     disposition (whether by merger, stock purchase, asset sale or
     otherwise) of a Guarantor (or all or substantially all of its
     assets)  to  an  entity which is not a  Subsidiary,  or  the
     designation of a Subsidiary to become an Unrestricted Subsidiary,
     which transaction is otherwise in compliance with this Indenture
     (including, without limitation, the provisions of Section 4.12),
     such Guarantor shall be deemed released from its obligations
     under its Guarantee of the Notes.

          (2)  Upon delivery by the Company to the Trustee of an Officer's
     Certificate, to the effect that such sale or other disposition or
     that such designation was made by the Company in accordance with
     the provisions of this Indenture, the Trustee shall execute any
     documents reasonably required in order to evidence the release of
     any  such Guarantor from its Guarantee Obligations under its
     Guarantee.  Except as provided in Section 10.3(a), any Guarantor
     not released from its Guarantee Obligations under its Guarantee
     shall remain liable for the full amount of principal of  and
     interest on the Notes and for the other obligations  of  any
     Guarantor under this Indenture as provided in this Article X.

          (3)  Notwithstanding the foregoing provisions of this Article X,
     (i) any Guarantor whose Guarantee would otherwise be released
     pursuant to the provisions of this Section 10.5 may elect, at its
     sole discretion, by written notice to the Trustee, to maintain
     such Guarantee in effect notwithstanding the event or events that
     otherwise  would cause the release of such Guarantee  (which
     election to maintain such Guarantee in effect may be conditional
     or for a limited period of time), and (ii) any Subsidiary of the
     Company  which  is not a Guarantor may elect,  at  its  sole
     discretion,  by

<PAGE>

     written notice to the Trustee, to  become  a Guarantor (which election
     may be conditional or for a limited period of time).

Section  1.85    Limitation  of  Guarantor's  Liability;  Certain
     Bankruptcy Events.

          (1)  Each Guarantor, and by its acceptance hereof each Holder,
     hereby confirms that it is the intention of all such parties that
     the  Guarantee Obligation of such Guarantor pursuant to  its
     Guarantee not constitute a fraudulent transfer or conveyance for
     purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
     Act, the Uniform Fraudulent Transfer Act or any similar federal
     or state law.  To effectuate the foregoing intention, the Holders
     and such Guarantor hereby irrevocably agree that the Guarantee
     Obligations of such Guarantor under this Article X shall  be
     limited to the maximum amount as will, after giving effect to all
     other contingent and fixed liabilities of such Guarantor and
     after giving effect to any collections from or payments made by
     or on behalf of any other Guarantor in respect of the Guarantee
     Obligations of such other Guarantor under this Article X, result
     in  the  Guarantee Obligations of such Guarantor  under  the
     Guarantee  of  such Guarantor not constituting a  fraudulent
     transfer or conveyance.

          (2)  Each Guarantor hereby covenants and agrees, to the fullest
     extent that it may do so under applicable law, that in the event
     of  the insolvency, bankruptcy, dissolution, liquidation  or
     reorganization of the Company, such Guarantor shall not file (or
     join in any filing of), or otherwise seek to participate in the
     filing of, any motion or request seeking to stay or to prohibit
     (even temporarily) execution on the Guarantee Obligations and
     hereby waives and agrees not to take the benefit of any such stay
     of execution, whether under Section 362 or 105 of the Bankruptcy
     Law or otherwise.

Section 1.86   Application of Certain Terms and Provisions to the
     Guarantors.

          (1)  For purposes of any provision of this Indenture which
     provides  for the delivery by any Guarantor of an  Officers'
     Certificate and/or an Opinion of Counsel, the definitions of
     such  terms in Section 1.1 shall apply to such Guarantor  as
     if references therein to the Company were references to such
     Guarantor.

          (2)  Any request, direction, order or demand which by any
     provision of this Indenture is to be made by any Guarantor, shall
     be sufficient if evidenced as described in Section 12.2 as if
     references  therein to the Company were references  to  such
     Guarantor.

          (3)  Any notice or demand which by any provision of this
     Indenture is required or permitted to be given or served by the
     Trustee or by the holders of Notes to or on any Guarantor may be
     given or served as described in Section 12.2 as if references
     therein to the Company were references to such Guarantor.
(1)
          (4)  Upon any demand, request or application by any Guarantor to
     the  Trustee  to take any action under this Indenture,  such
     Guarantor shall furnish to the Trustee such certificates and
     opinions  as are required in Section 12.4 hereof as  if  all
     references  therein to the Company were references  to  such
     Guarantor.

Section 1.87   Subordination of Guarantees.

          (1)  The obligations of each Guarantor under its Guarantee
     pursuant to this Article X is subordinated in right of payment to
     the prior payment in full in cash of all Senior Debt of such
     Guarantor on the same basis as the Notes are subordinated to
     Senior Debt of the Company.  For the purposes of the foregoing
     sentence, the Trustee and the Holders shall have the right to
     receive and/or retain payments by any of the Guarantors only at
     such times as they may receive and/or

<PAGE>

     retain payments in respect of Notes pursuant to this Indenture,
     including Article XI hereof.  In the event that the Trustee receives any
     Guarantor payment at a time when an officer of the corporate trust
     administration of the Trustee has actual knowledge that such payment is
     prohibited by the foregoing sentence, such Guarantor payment shall be paid
     over and delivered to the holders of the Senior Debt of such Guarantor
     remaining unpaid, to the extent necessary to pay in full all such
     Senior Debt.  In the event that a Holder receives any Guarantor
     payment  at  a time when such payment is prohibited  by  the
     foregoing sentence, such Guarantor payment shall be paid over and
     delivered to the holders of the Senior Debt of such Guarantor
     remaining unpaid, to the extent necessary to pay in full all such
     Senior Debt.

          (2)  Each Holder of a Note by its acceptance thereof (i)
     acknowledge that as of the Issue Date there are no Guarantors,
     (ii)  agrees to and shall be bound by the provisions of this
     Section 10.8, (iii) authorizes and directs the Trustee on the
     Holder's behalf to take such action as may be necessary  and
     appropriate to effectuate the subordination so provided, and (vi)
     appoints the Trustee as the Holder's attorney-in-fact for any and
     all such purposes.


                            ARTICLE X
                          SUBORDINATION

Section 1.88   Notes Subordinate to Senior Debt.

          (1)  The Company, the Guarantors and each Holder, by its
     acceptance of the Notes, agree that (i) the payment  of  the
     principal of and interest on the Notes and (ii) any other payment
     in respect of the Notes, including on account of the acquisition
     or redemption of the Notes by the Company and the Guarantors
     (including, without limitation, pursuant to Sections 4.12 and
     4.13 and Article X), as applicable, is subordinated, to  the
     extent and in the manner provided in this Article XI, to the
     prior payment in full in cash of all Senior Debt and that these
     subordination provisions are for the benefit of the holders of
     Senior Debt.

          (2)  This Article XI shall constitute a continuing offer to all
     Persons who, in reliance upon such provisions, become holders of,
     or continue to hold, Senior Debt, and such provisions are made
     for the benefit of the holders of Senior Debt and such holders
     are  made obligees hereunder and any one or more of them may
     enforce such provisions.

Section 1.89   No Payment on Notes in Certain Circumstances.

          (1)  No payment (by set-off or otherwise) shall be made by or on
     behalf  of the Company or the Guarantors, as applicable,  on
     account of the principal of, premium, if any, or interest (or
     Liquidated Damages, if any) on the Notes, or on account of any
     other obligation for the payment of money due in respect of the
     Notes, or on account of the redemption provisions of the Notes
     (including any repurchases of Notes), for cash or property (other
     than  payments made with Junior Securities or from the trust
     described in Sections 8.2 and 8.3 hereof), in the event of a
     default in the payment of any principal of, premium, if any, or
     interest on, Designated Senior Debt of the Company  or  such
     Guarantor when it becomes due and payable, whether at maturity,
     or  at  a  date  fixed for prepayment or by  declaration  of
     acceleration or otherwise (a "Payment Default"), unless and until
     such Payment Default has been cured or waived or otherwise has
     ceased to exist.

          (2)  Upon (i) the happening of an event of default other than a
     Payment Default that permits the holders of Designated Senior
     Debt or any representative thereof to declare such Designated
     Senior Debt to be due and payable (a "Non-payment Default") and
     (ii)  written  notice of

<PAGE>

     such event of default  specifically referring to this Section 11.2 given
     to the Company and  the Trustee by the Representative under the Credit
     Agreement  (a "Payment Notice"), then, unless and until such event of
     default has been cured or waived or otherwise has ceased to exist, no
     payment (by set-off or otherwise) may be made by or on behalf of
     the  Company or any Guarantor, as applicable, including  the
     principal of, premium, if any, or interest on the Notes  (or
     Liquidated Damages, if any), or on account of the redemption
     provisions of the Notes (including any repurchases of any of the
     Notes), in any such case, other than payments made with Junior
     Securities or from the trust described in Sections 8.2 and 8.3
     hereof.  Notwithstanding the foregoing, unless the Designated
     Senior Debt in respect of which such event of default exists has
     been declared due and payable in its entirety within 179 days
     after the Payment Notice is delivered as set forth above (the
     "Payment Blockage Period") (and such declaration has not been
     rescinded or waived), at the end of the Payment Blockage Period,
     the Company and the Guarantors shall be required  to pay all sums
     not paid to the Holders of the Notes during the Payment Blockage
     Period due to the foregoing prohibitions and to resume all other
     payments as and when due on the Notes.  Any number of Payment
     Notices may be given;  provided, that (i) not more than  one
     Payment  Notice shall be given within a period  of  any  360
     consecutive days, and (ii) no Non-payment Default that existed
     upon the date of such Payment Notice or the commencement of such
     Payment Blockage Period (whether or not such event of default is
     on the same issue of Senior Debt) shall be made the basis for the
     commencement of any other Payment Blockage Period (unless such
     default shall have been cured or waived for a period of not less
     than 120 days).

          (3)  In furtherance of the provisions of Section 11.1, in the
     event that, notwithstanding the foregoing provisions of this
     Section 11.2 and the provisions of Section 11.3, any payment or
     distribution of assets of the Company or any Guarantor (other
     than Junior Securities or from the trust described in Sections
     8.2  and 8.3 hereof) shall be received by the Trustee or the
     Holders at a time when the Trustee or such Holder, as applicable,
     has  actual  knowledge that such payment or distribution  is
     prohibited by the foregoing provisions of this Section 11.2 or
     the provisions of Section 11.3, such payment or distribution
     shall be held in trust for the benefit of the holders of such
     Senior Debt, and shall be paid or delivered by the Trustee or
     such Holders, as the case may be, to the holders of such Senior
     Debt   remaining  unpaid  or  unprovided  for  or  to  their
     representative or representatives, or to the trustee or trustees
     under any indenture pursuant to which any instruments evidencing
     any of such Senior Debt may have been issued, ratably according
     to the aggregate principal amounts remaining unpaid on account of
     such Senior Debt held or represented by each, for application to
     the payment of all such Senior Debt remaining unpaid, to the
     extent necessary to pay or to provide for the payment of all such
     Senior Debt in full in cash or Cash Equivalents or otherwise to
     the  extent  holders accept satisfaction of amounts  due  by
     settlement in other than cash or Cash Equivalents after giving
     effect to any concurrent payment or distribution to the holders
     of such Senior Debt.

Section  1.90   Notes Subordinate to Prior Payment of All  Senior
     Debt on Dissolution, Liquidation or Reorganization.

     Upon any distribution of the assets of the Company upon  any
dissolution,   winding  up,  total  or  partial  liquidation   or
reorganization of the Company, whether voluntary or  involuntary,
in  bankruptcy, insolvency, receivership or a similar  proceeding
or   upon  assignment  for  the  benefit  of  creditors  or   any
marshalling of assets or liabilities:

          (1)  the holders of all Senior Debt shall first be entitled to
     receive payment in full in cash or Cash Equivalents (or have such
     payment duly provided for in accordance with the terms thereof)
     or otherwise to the extent holders accept satisfaction of amounts
     due by settlement in other than cash or Cash Equivalents before
     the Holders are entitled to receive any payment on account of any
     Obligation in respect of the Notes, including the principal of,
     premium, if any, and interest on the

<PAGE>

     Notes or Liquidated Damages, if any, pursuant to the Registration Rights
     Agreement (other than Junior Securities); and

          (2)  any payment or distribution of assets of the Company or any
     Guarantor of any kind or character from any source, whether in
     cash, property or securities (other than Junior Securities) to
     which the Holders or the Trustee on behalf of the Holders would
     be  entitled  (by  set-off  or otherwise),  except  for  the
     subordination provisions contained in this Indenture, shall be
     paid by the liquidating trustee or agent or other person making
     such a payment or distribution directly to the holders of such
     Senior Debt or their representative to the extent necessary to
     make payment in full (or have such payment duly provided for to
     the satisfaction of the Holders of the Senior Debt) on all such
     Senior  Debt  remaining unpaid, after giving effect  to  any
     concurrent payment or distribution to the holders of such Senior
     Debt.

Section  1.91   Holders to be Subrogated to Rights of Holders  of
     Senior Debt.

     Subject  to  the  payment in full  of  all  Senior  Debt  as
provided herein, the Holders of Notes shall be subrogated to  the
rights of the holders of such Senior Debt to receive payments  or
distributions  of  assets  of  the  Company  and  any   Guarantor
applicable  to  the Senior Debt until all amounts  owing  on  the
Notes  shall  be  paid  in  full, and for  the  purpose  of  such
subrogation no such payments or distributions to the  holders  of
such Senior Debt by or on behalf of the Company or any Guarantor,
or  by or on behalf of the Holders by virtue of this Article  XI,
which  otherwise  would have been made to the Holders  shall,  as
between  the Company or any Guarantor and the Holders, be  deemed
to  be  payment by the Company or any Guarantor or on account  of
such Senior Debt, it being understood that the provisions of this
Article  XI  are  and  are intended solely  for  the  purpose  of
defining the relative rights of the Holders, on the one hand, and
the holders of such Senior Debt, on the other hand.

Section  1.92    Obligations of the Company  and  the  Guarantors
     Unconditional.

     Nothing  contained in this Article XI or elsewhere  in  this
Indenture  or  in  the Notes is intended to or shall  impair,  as
between  the  Company  and any Guarantor  and  the  Holders,  the
obligation   of   each  such  Person,  which  is   absolute   and
unconditional, to pay to the Holders the principal  of,  premium,
if  any,  and interest on (or, if applicable, Liquidated Damages,
if  any)   the  Notes as and when the same shall become  due  and
payable  in  accordance with their terms, or is  intended  to  or
shall affect the relative rights of the Holders and creditors  of
the  Company  and the Guarantors other than the  holders  of  the
Senior  Debt,  nor shall anything herein or therein  prevent  the
Trustee  or  any  Holder from exercising all  remedies  otherwise
permitted   by  applicable  law  upon  any  default  under   this
Indenture, subject to the rights, if any, under this Article  XI,
of  the  holders  of Senior Debt, including, without  limitation,
their right to receive any cash, property or Notes of the Company
and  any Guarantor received upon the exercise of any such remedy.
Notwithstanding anything to the contrary in this  Article  XI  or
elsewhere   in  this  Indenture  or  in  the  Notes,   upon   any
distribution of assets of the Company and the Guarantors referred
to  in this Article XI, the Trustee, subject to the provisions of
Sections 7.1 and 7.2, and the Holders shall be entitled  to  rely
upon  any  order  or  decree  made  by  any  court  of  competent
jurisdiction  in which such dissolution, winding up,  liquidation
or  reorganization proceedings are pending, or a  certificate  of
the  liquidating  trustee  or agent or other  Person  making  any
distribution to the Trustee or to the Holders for the purpose  of
ascertaining  the  Persons  entitled  to  participate   in   such
distribution,   the  holders  of  the  Senior  Debt   and   other
Indebtedness  of  the  Company, the  amount  thereof  or  payable
thereon,  the amount or amounts paid or distributed  thereon  and
all  other facts pertinent thereto or to this Article XI so  long
as  such  court has been apprised of the provisions  of,  or  the
order,  decree or certificate makes reference to, the  provisions
of  this  Article XI.  Nothing in this Article XI shall apply  to
the  claims of, or payments to, the Trustee under or pursuant  to
Section 7.7.

Section 1.93   Trustee Entitled to Assume Payments Not Prohibited
     in Absence of Notice.

<PAGE>

     The  Trustee shall not at any time be charged with knowledge
of  the existence of any facts which would prohibit the making of
any  payment  to or by the Trustee unless and until  a  corporate
trust  officer  of  the Trustee or any Paying  Agent  shall  have
received at the addresses for notices set forth in Section  12.2,
no  later  than  two Business Days prior to such payment  written
notice thereof specifically referring to this Article XI from the
Company  or from one or more holders of Senior Debt or  from  any
representative  therefor and, prior to the receipt  of  any  such
written  notice,  the  Trustee,  subject  to  the  provisions  of
Sections   7.1  and  7.2,  shall  be  entitled  in  all  respects
conclusively to assume that no such fact exists.

     The Trustee shall be entitled to rely on the delivery to  it
of  a  written notice by a Person representing himself  to  be  a
holder  of  Senior Debt (or a representative on  behalf  of  such
holder) to establish that such notice has been given by a  holder
of  Senior Debt or a representative on behalf of such holder.  In
the  event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person  who
is  a  holder  of  Senior Debt to participate in any  payment  or
distribution pursuant to this Article XI, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of
the  Trustee as to the amount of Senior Debt held by such Person,
the  extent  to  which such Person is entitled to participate  in
such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XI, and if such evidence
is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person  to
receive  such payment or until such time as the Trustee shall  be
otherwise  satisfied as to the right of such  Person  to  receive
such payment.

Section  1.94    Application by Trustee of Assets Deposited  with
     It.

     Amounts deposited in trust with the Trustee pursuant to  and
in  accordance with Article VIII shall be for the sole benefit of
Holders and, to the extent (i) the making of such deposit by  the
Company  shall not be in contravention of any term or  provisions
the  Credit Agreement or other Senior Debt and (ii) allocated for
the  payment  of Notes, shall not be subject to the subordination
provisions of this Article XI.  Otherwise, any deposit of  assets
with  the  Trustee or the Paying Agent (whether or not in  trust)
for the payment of principal of or interest on any Notes shall be
subject to the provisions of Sections 11.1, 11.2, 11.3 and  11.4;
provided, that, if prior to one Business Day preceding  the  date
on  which  by  the  terms of this Indenture any such  assets  may
become   distributable   for  any  purpose   (including   without
limitation, the payment of either principal of or interest on any
Security)  the  Trustee  or  such Paying  Agent  shall  not  have
received  with respect to such assets the written notice provided
for  in Section 11.6, then the Trustee or such Paying Agent shall
have full power and authority to receive such assets and to apply
the  same to the purpose for which they were received, and  shall
not  be  affected  by  any notice to the contrary  which  may  be
received by it on or after such date.

Section  1.95    Subordination Rights Not  Impaired  by  Acts  or
     Omissions of the Company, the Guarantors or Holders of Senior
     Debt.

     No right of any present or future holders of any Senior Debt
to  enforce subordination provisions contained in this Article XI
shall at any time in any way be prejudiced or impaired by any act
or  failure to act on the part of the Company or any Guarantor or
by  any act or failure to act, in good faith, by any such holder,
or  by any noncompliance by the Company or any Guarantor with the
terms  of  this  Indenture, regardless of any  knowledge  thereof
which any such holder may have or be otherwise charged with.  The
holders  of  Senior Debt may extend, renew, modify or  amend  the
terms  of  the Senior Debt or any security therefor and  release,
sell or exchange such security and otherwise deal freely with the
Company and the Guarantors, all without affecting the liabilities
and  obligations of the parties to this Indenture or the Holders.
The  subordination provisions contained in this Indenture are for
the  benefit of the holders from time to time of Senior Debt  and
may  not be rescinded, cancelled, amended or modified in any  way
other than any amendment or modification that would not adversely
affect  the rights of any holder of Senior Debt or any  amendment
or  modification  that is consented to by each holder  of  Senior
Debt that would be adversely affected thereby.  The subordination
provisions   hereof  shall  continue  to  be  effective   or   be
reinstated, as the

<PAGE>

case may be, if at any time any payment of any
of  the Senior Debt is rescinded or must otherwise be returned by
any holder of the Senior Debt upon the insolvency, bankruptcy, or
reorganization of the Company or any Guarantor, or otherwise, all
as though such payment has not been made.

Section   1.96     Holders   Authorize  Trustee   To   Effectuate
     Subordination of Notes.

     Each   Holder  of  the  Notes  by  his  acceptance   thereof
authorizes  and expressly directs the Trustee on  his  behalf  to
take such action as may be necessary or appropriate to effectuate
the subordination provisions contained in this Article XI and  to
protect the rights of the Holders pursuant to this Indenture, and
appoints  the  Trustee  his attorney-in-fact  for  such  purpose,
including,   in  the  event  of  any  dissolution,  winding   up,
liquidation  or  reorganization of the Company or  any  Guarantor
(whether in bankruptcy, insolvency or receivership proceedings or
upon  an  assignment for the benefit of creditors  or  any  other
marshalling  of  assets and liabilities of  the  Company  or  any
Guarantor),  the  immediate filing of  a  claim  for  the  unpaid
balance of his Notes in the form required in said proceedings and
cause said claim to be approved.  In the event of any liquidation
or  reorganization of the Company or any Guarantor in bankruptcy,
insolvency, receivership or similar proceeding, if the Holders of
the  Notes  (or the Trustee on their behalf) have not  filed  any
claim,  proof of claim, or other instrument of similar  character
necessary  to  enforce  the obligations of  the  Company  or  any
Guarantor  in  respect  of the Notes at least  thirty  (30)  days
before the expiration of the time to file the same, then in  such
event,  but  only  in such event, the Representatives  under  the
Credit  Agreement  or  the holders of an aggregate  of  at  least
$5,000,000 principal amount outstanding of any other Senior  Debt
or  a  representative on their behalf may, as an attorney-in-fact
for  such  Holders,  file any claim, proof  of  claim,  or  other
instrument  of  similar  character on  behalf  of  such  Holders.
Nothing herein contained shall be deemed to authorize the Trustee
or  the  holders  of  Senior  Debt  or  their  representative  to
authorize  or  consent to or accept or adopt  on  behalf  of  any
Holder  any  plan of reorganization, arrangement,  adjustment  or
composition  affecting  the Notes or the  rights  of  any  Holder
thereof,  or  to authorize the Trustee or the holders  of  Senior
Debt  or their representative to vote in respect of the claim  of
any  Holder in any such proceeding.  As a condition to taking any
action  by the Trustee pursuant to this Section 11.9, the Holders
shall  have  offered  to  the  Trustee  reasonable  security   or
indemnity  against the costs, expenses and liabilities which  may
be incurred thereby.

Section 1.97   Rights of Trustee to Hold Senior Debt.

     The Trustee shall be entitled to all of the rights set forth
in this Article XI in respect of any Senior Debt at any time held
by  it to the same extent as any other holder of Senior Debt, and
nothing  in  this  Indenture shall be construed  to  deprive  the
Trustee of any of its rights as such holder.

Section 1.98   Article XI Not to Prevent Events of Default.

     The  failure  to make a payment on account of principal  of,
premium, if any, or interest (or Liquidated Damages, if  any)  on
the Notes by reason of any provision of this Article XI shall not
be  construed  as preventing the occurrence of a  Default  or  an
Event of Default under Section 6.1 or in any way limit the rights
of  the  Trustee  or  any Holder to pursue any  other  rights  or
remedies with respect to the Notes.

Section  1.99   No Fiduciary Duty of Trustee to Holders of Senior
     Debt.

     The Trustee shall not be deemed to owe any fiduciary duty to
the  holders of Senior Debt, and shall not be liable to any  such
holders (other than for its willful misconduct or negligence)  if
it  shall in good faith mistakenly pay over or distribute to  the
Holders  of  Notes  or the Company, any Guarantor  or  any  other
Person,  cash, property or Notes to which any holders  of  Senior
Debt shall be entitled by virtue of this Article XI or otherwise.
Nothing in this Section 11.12 shall affect the obligation of  any
other such Person to hold such payment for the benefit of, and to
pay  such  payment over to, the holders of Senior Debt  or  their
representative.   In  the  event  of  any  conflict  between  the
fiduciary  duty of the Trustee to the Holders of  Notes

<PAGE>

and  any duty  to  the  holders of Senior Debt, the Trustee  is  expressly
authorized to resolve such conflict in favor of the Holders.

Section 1.100  Notice by Company.

     The Company shall promptly notify the Trustee and the Paying
Agent  of  any  facts  known to the Company that  would  cause  a
payment  of any Obligations with respect to the Notes to  violate
this Article XI, but failure to give such notice shall not affect
the subordination of the Notes to the Senior Debt as provided  in
this Article XI.

                           ARTICLE XI
                          MISCELLANEOUS

Section 1.101  Trust Indenture Act Controls.

     If  any  provision  of this Indenture limits,  qualifies  or
conflicts with the duties imposed by the TIA, the imposed  duties
shall control.

Section 1.102  Notices.

          (1)  Any notice or communication by the Company or the Trustee to
     the others is duly given if in writing and delivered in Person or
     mailed  by first class mail (registered or certified, return
     receipt requested), telex, telecopier or overnight air courier
     guaranteeing next day delivery, to the others' address:

               If to the Company:

               Bio-Rad Laboratories, Inc.
               1000 Alfred Nobel Drive
               Hercules, California  94547
               Telephone No.:  (510) 741-7000
               Telecopier No.:  (510) 741-5815
               Attention: Chief Financial Officer


               With  a  copy (which shall not constitute  notice)
to:

               Latham & Watkins
               505 Montgomery Street, Suite 1900
               San Francisco, California  94111
               Telephone No.:  (415) 391-0600
               Telecopier No.:  (415) 395-8095
               Attention: Tracy K. Edmonson, Esq.

               If to the Trustee:

               Norwest Bank Minnesota, N.A.
               333 South Grand Avenue, Suite 740
               Los Angeles, California  90071
               Telephone No.:  (213) 253-6320
               Telecopier No.:  (213) 680-1827
               Attention:  Jeanie Mar

<PAGE>

          (2)  The Company or the Trustee, by notice to the others may
     designate  additional or different addresses for  subsequent
     notices or communications;  provided, that until such time, all
     notices under this Indenture to the Trustee shall be sent to both
     of the Trustee's addresses set forth above.

          (3)  All notices and communications (other than those sent to
     Holders) shall be deemed to have been duly given: at the time
     delivered by hand, if personally delivered; when answered back,
     if telexed; when receipt acknowledged, if telecopied; and the
     next Business Day after timely delivery to the courier, if sent
     by overnight air courier guaranteeing next day delivery.

          (4)  Any notice or communication to a Holder shall be mailed by
     first  class  mail, certified or registered, return  receipt
     requested, or by overnight air courier guaranteeing next day
     delivery  to its address shown on the register kept  by  the
     Registrar.  Any notice or communication shall also be so mailed
     to any Person described in TIA  313(c), to the extent required
     by the TIA.  Failure to mail a notice or communication to  a
     Holder or any defect in it shall not affect its sufficiency with
     respect to other Holders.

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

          (6)  If the Company mails a notice or communication to Holders,
     it shall mail a copy to the Trustee and each Agent at the same
     time.

Section  1.103   Communication by Holders  of  Notes  with  Other
     Holders of Notes.

     Holders  may communicate pursuant to TIA  312(b) with  other
Holders with respect to their rights under this Indenture or  the
Notes.   The Company, any Guarantors, the Trustee, the  Registrar
and anyone else shall have the protection of TIA  312(c).

Section   1.104    Certificate  and  Opinion  as  to   Conditions
     Precedent.

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

          (1)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements
     set forth in Section 12.5 hereof) stating that, in the opinion of
     the signers, all conditions precedent and covenants, if any,
     provided for in this Indenture relating to the proposed action
     have been satisfied; and

          (2)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements
     set forth in Section 12.5 hereof) stating that, in the opinion of
     such counsel, all such conditions precedent and covenants, if
     any, have been satisfied.

Section 1.105  Statements Required in Certificate or Opinion.

     Each  certificate or opinion with respect to compliance with
a  condition  or  covenant provided for in this Indenture  (other
than  a  certificate provided pursuant to TIA   314(a)(4))  shall
comply with the provisions of TIA  314(e) and shall include:

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

<PAGE>

          (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 such Person, he or she
     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 satisfied; and
(4)  a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied;  provided,
however, that with respect to matters of fact, an Opinion of
Counsel may rely on an Officers' Certificate or certificate of
public officials.

Section 1.106  Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at  a
meeting  of  Holders.   The Registrar or Paying  Agent  may  make
reasonable  rules  and  set  reasonable  requirements   for   its
functions.

Section  1.107   No  Personal  Liability of Directors,  Officers,
     Employees and  Stockholders.

     No  past,  present  or future director,  officer,  employee,
incorporator or stockholder (direct or indirect) of  the  Company
or  the Guarantors (or any such successor entity), as such, shall
have  any  liability for any Obligations of the  Company  or  the
Guarantors  under the Notes, the Guarantees or this Indenture  or
for  any  claim  based on, in respect of, or by reason  of,  such
Obligations  or  their creation, except in their capacity  as  an
obligor  or  Guarantor  of  the Notes  in  accordance  with  this
Indenture.   Each Holder by accepting a Note waives and  releases
all  such  liability.  The waiver and release  are  part  of  the
consideration for issuance of the Notes.

Section 1.108  Governing Law.

          (1)  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
     BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES,
     INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK
     GENERAL OBLIGATIONS LAW.

          (2)  EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY
     SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING
     IN  THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR  ANY
     FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
     NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
     OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY
     ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
     UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF
     THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST
     EXTENT  IT MAY EFFECTIVELY DO SO UNDER APPLICABLE  LAW,  ANY
     OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
     VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
     COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
     BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
     FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR
     ANY NOTEHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
     LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
     THE COMPANY AND THE GUARANTORS IN ANY OTHER JURISDICTION.

<PAGE>

Section 1.109  No Adverse Interpretation of Other Agreements.

     This  Indenture  may  not  be used to  interpret  any  other
indenture,  loan  or  debt  agreement  of  the  Company  or   its
Subsidiaries or of any other Person.  Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

Section 1.110  Successors.

     All  agreements  of the Company and the Guarantors  in  this
Indenture  and  the  Notes  shall  bind  their  successors.   All
agreements  of  the  Trustee in this  Indenture  shall  bind  its
successors.

Section 1.111  Severability.

     In  case any one or more of the provisions of this Indenture
or  in  the  Notes  or in the Guarantees shall be  held  invalid,
illegal  or  unenforceable, in any respect for  any  reason,  the
validity,  legality and enforceability of any such  provision  in
every other respect and of the remaining provisions shall not  in
any  way be affected or impaired thereby, it being intended  that
all  of  the provisions hereof shall be enforceable to  the  full
extent permitted by law.

Section 1.112  Counterpart Originals.

     The   parties  may  sign  any  number  of  copies  of   this
Indenture.   Each signed copy shall be an original,  but  all  of
them together represent the same agreement.

Section 1.113  Table of Contents, Headings, etc.

     The  Table  of  Contents and headings of  the  Articles  and
Sections of this Indenture have been inserted for convenience  of
reference only, are not to be considered a part of this Indenture
and  shall  in  no  way modify or restrict any of  the  terms  or
provisions hereof.

                 [Signatures on following page]

<PAGE>

                           SIGNATURES

          IN  WITNESS  WHEREOF, the parties hereto have  executed
this Indenture as of the date first written above.



                              THE COMPANY:

                              BIO-RAD LABORATORIES, INC.



                              By: /s/ Thomas C. Chesterman
                              Name: Thomas C. Chesterman
                              Title:Vice President & Chief Financial Officer



                              By: /s/ Ronald W. Hutton
                              Name: Ronald W. Hutton
                              Title:Treasuer



                              THE TRUSTEE:

                              NORWEST BANK MINNESOTA, N.A.



                              By: /s/Jeanie Mar
                              Name: Jeanie Mar
                              Title:Vice President


<PAGE>

                                                        EXHIBIT A

                         [FORM OF NOTE]

                   BIO-RAD LABORATORIES, INC.

  11-5/8% [SERIES A] [SERIES B]1 SENIOR SUBORDINATED NOTE DUE 2007

No.                                            CUSIP:  __________
                                                $________________

     Bio-Rad   Laboratories,   Inc.,   a   Delaware   corporation
(hereinafter  called  the  "Company"  which  term  includes   any
successors  under  this Indenture hereinafter referred  to),  for
value     received,     hereby     promises     to     pay     to
_________________________, or registered assigns,  the  principal
sum of _________________________ Dollars, on February 15, 2007.

     Interest   Payment  Dates:   February  15  and  August   15;
commencing August 15, 2000.

     Record Dates: February 1 and August 1.

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

<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this instrument
to be duly executed.



                         BIO-RAD LABORATORIES, INC.,
                         a Delaware corporation



                         By:
                         Name:
                         Title:



                         By:
                         Name:
                         Title:





TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This  is  one  of  the  Notes described in  the  within-mentioned
Indenture.



NORWEST BANK MINNESOTA, N.A.,
as Trustee



By:
     Authorized Signatory


Dated:

<PAGE>

                         (Back of Note)

 11-5/8% [Series A] [Series B]2 Senior Subordinated Notes due 2007

[THIS  GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED  IN  THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR  THE
BENEFIT  OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY  MAKE  SUCH NOTATIONS HEREON AS MAY BE REQUIRED  PURSUANT  TO
SECTION  2.6  OF  THE  INDENTURE, (II) THIS GLOBAL  NOTE  MAY  BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a)  OF
THE  INDENTURE,  (III) THIS GLOBAL NOTE MAY BE DELIVERED  TO  THE
TRUSTEE  FOR  CANCELLATION  PURSUANT  TO  SECTION  2.11  OF   THE
INDENTURE  AND  (IV)  THIS GLOBAL NOTE MAY BE  TRANSFERRED  TO  A
SUCCESSOR  DEPOSITARY  WITH  THE PRIOR  WRITTEN  CONSENT  OF  THE
COMPANY.]3

[UNLESS  AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR  NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS  A
WHOLE  BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR  BY  A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE  DEPOSITARY  OR BY THE DEPOSITARY OR ANY SUCH  NOMINEE  TO  A
SUCCESSOR  DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR  DEPOSITARY.
UNLESS   THIS   CERTIFICATE  IS  PRESENTED   BY   AN   AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER  STREET,
NEW  YORK,  NEW  YORK) ("DTC"), TO THE COMPANY OR ITS  AGENT  FOR
REGISTRATION   OF   TRANSFER,  EXCHANGE  OR  PAYMENT,   AND   ANY
CERTIFICATE  ISSUED IS REGISTERED IN THE NAME OF CEDE  &  CO.  OR
SUCH   OTHER   NAME  AS  MAY  BE  REQUESTED  BY   AN   AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &  CO.  OR
SUCH   OTHER   ENTITY  AS  MAY  BE  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE  HEREOF
FOR  VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH
AS  THE  REGISTERED  OWNER HEREOF, CEDE & CO.,  HAS  AN  INTEREST
HEREIN.]4

[THE  RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE
AND  THE  CONDITIONS AND PROCEDURES GOVERNING  ITS  EXCHANGE  FOR
DEFINITIVE NOTES,  ARE AS SPECIFIED IN THE INDENTURE (AS  DEFINED
HEREIN).   NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS  OF  THIS
REGULATION  S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO  RECEIVE
CASH  PAYMENTS  OF INTEREST DURING THE PERIOD WHICH  SUCH  HOLDER
HOLDS  THIS  NOTE.   NOTHING IN THIS LEGEND SHALL  BE  DEEMED  TO
PREVENT INTEREST FROM ACCRUING ON THIS NOTE.]5

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER  THE
U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
AND,  ACCORDINGLY, MAY NOT BE OFFERED, SOLD,

<PAGE>

PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS, EXCEPT AS SET FORTH  BELOW.  BY  ITS
ACQUISITION  HEREOF  OR  OF  A BENEFICIAL  INTEREST  HEREIN,  THE
HOLDER:

(1)   REPRESENTS THAT, IN CONNECTION WITH EXEMPT RESALES  OF  THE
NOTES  BY WARBURG DILLON READ LLC AND ABN AMRO INCORPORATED  (THE
"INITIAL  PURCHASERS"),  (A)  IT IS  A  "QUALIFIED  INSTITUTIONAL
BUYER"  (AS  DEFINED  IN RULE 144A UNDER THE SECURITIES  ACT)  (A
"QIB")   OR  (B)  IT  IS  ACQUIRING  THIS  NOTE  IN  AN  OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE  SECURITIES
ACT;

(2)  AGREES THAT, IN CONNECTION WITH RESALES AND TRANSFERS OF THE
NOTES  OTHER  THAN  EXEMPT RESALES OF THE NOTES  BY  THE  INITIAL
PURCHASERS,  IT WILL NOT RESELL OR OTHERWISE TRANSFER  THIS  NOTE
EXCEPT  (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)  TO  A
PERSON  WHOM  THE SELLER REASONABLY BELIEVES IS A QIB  PURCHASING
FOR  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
MEETING  THE  REQUIREMENTS  OF RULE  144A,  (C)  IN  AN  OFFSHORE
TRANSACTION  MEETING  THE REQUIREMENTS OF  RULE  903  OR  904  OF
REGULATION  S  UNDER  THE SECURITIES ACT, (D)  IN  A  TRANSACTION
MEETING  THE  REQUIREMENTS OF RULE 144 UNDER THE SECURITIES  ACT,
(E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE  SECURITIES
ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
TO  THE  TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED
FROM  THE  TRUSTEE) AND, IF SUCH TRANSFER IS  IN  RESPECT  OF  AN
AGGREGATE  PRINCIPAL  AMOUNT  OF NOTES  LESS  THAN  $250,000,  AN
OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS
IN  COMPLIANCE  WITH THE SECURITIES ACT, (F) IN  ACCORDANCE  WITH
ANOTHER  EXEMPTION  FROM  THE REGISTRATION  REQUIREMENTS  OF  THE
SECURITIES  ACT (AND BASED UPON AN OPINION OF COUNSEL  ACCEPTABLE
TO  THE  ISSUER),  OR  (G) PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT  AND,  IN EACH CASE, IN ACCORDANCE WITH THE  APPLICABLE
SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES OR  ANY  OTHER
APPLICABLE JURISDICTION; AND

(3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
OR  AN  INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY  TO
THE EFFECT OF THIS LEGEND.

AS  USED  HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON"
AND  "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE  902
OF  REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS
A  PROVISION  REQUIRING  THE TRUSTEE TO REFUSE  TO  REGISTER  ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.]6

     Capitalized  terms  used  herein  shall  have  the  meanings
assigned  to  them  in  the Indenture referred  to  below  unless
otherwise indicated.

     1.    Interest.   Bio-Rad  Laboratories,  Inc.,  a  Delaware
corporation  (the  "Company"), promises to pay  interest  on  the
principal  amount of this Note at  11_% per annum until  maturity
and shall pay the Liquidated Damages, if any, payable pursuant to
Section  5  of  the  Registration Rights  Agreement  referred  to
below.  The Company will pay interest and Liquidated Damages,  if
any, semi-annually on February 15 and August 15 of each year,  or
if  any  such  day is not a Business Day, on the next  succeeding
Business Day (each an "Interest Payment Date").  Interest on this
Note will accrue from the most recent date to which interest  has
been  paid or, if no interest has been paid, from the Issue Date;
provided  that if there is no existing Default in the payment  of
interest, and if this Note is authenticated between a Record Date
(defined  below)  referred to on the face  hereof  and  the  next
succeeding Interest Payment Date, interest shall accrue from such
     next succeeding Interest Payment Date;  provided, further, that
the  first  Interest Payment Date shall be August 15, 2000.   The
Company  shall pay interest (including post-petition interest  in
any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate then  in
effect;  it shall pay interest (including post-petition  interest
in   any   proceeding  under  any  Bankruptcy  Law)  on   overdue
installments of interest and Liquidated Damages, if any, (without
regard  to  any applicable grace periods) from time  to  time  on

<PAGE>

demand  at the same rate to the extent lawful.  Interest will  be
computed on the basis of a 360-day year of twelve 30-day months.

     2.    Method  of Payment. The Company will pay  interest  on
this Note (except defaulted interest) and Liquidated Damages,  if
any,  to the Persons who are registered Holders of Notes  at  the
close  of  business on the February 1 or August 1 next  preceding
the  Interest Payment Date (each a "Record Date"), even  if  such
Notes are cancelled after such Record Date and on or before  such
Interest Payment Date, except as provided in Section 2.12 of  the
Indenture  (as defined below) with respect to defaulted interest.
This Note will be payable as to principal, premium, interest  and
Liquidated  Damages,  if  any, at the office  or  agency  of  the
Company maintained within the City and State of New York for such
purpose,  or, at the option of the Company, payment  of  interest
and  Liquidated Damages, if any, may be made by check  mailed  to
the  Holders  at  their addresses set forth in  the  register  of
Holders,   and   provided  that  payment  by  wire  transfer   of
immediately  available  funds to an  account  within  the  United
States  will  be  required  with  respect  to  principal  of  and
interest,  premium and Liquidated Damages, if any, on all  Global
Notes.   Such  payment shall be 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.

     3.    Paying  Agent and Registrar.  Initially, Norwest  Bank
Minnesota,  N.A., the Trustee under the Indenture,  will  act  as
Paying  Agent and Registrar.  The Company may change  any  Paying
Agent or Registrar without notice to any Holder.  The Company  or
any of its Subsidiaries may act in any such capacity.

     4.    Indenture.   The  Company issued this  Note  under  an
Indenture dated as of February 17, 2000 ("Indenture") between the
Company  and  the Trustee.  The terms of this Note include  those
stated  in the Indenture and those made part of the Indenture  by
reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code   77aaa-77bbbb).  This Note is subject to  all  such  terms,
and  Holders  are referred to the Indenture and such  Act  for  a
statement  of such terms.  The Notes will be limited in aggregate
principal amount to $150,000,000.

     5.   Optional Redemption.

          Except  as  set  forth below, the Notes  shall  not  be
redeemable by the Company.

          (1)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time prior to  February 15,
     2004, upon not less than 30 days nor more than 60 days prior
     notice mailed by first class mail to each Holder at its last
     registered address, at a redemption price equal to 100% of the
     principal amount thereof plus the Applicable Premium as of, and
     accrued and unpaid interest and Liquidated Damages, if  any,
     thereon to, the Redemption Date.

          (2)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time on or after February
     15, 2004, upon not less than 30 days nor more than 60 days prior
     notice mailed by first class mail to each Holder at its last
     registered address, at the following redemption prices (expressed
     as percentages of the principal amount) if redeemed during the
     12-month period commencing February 15 of the years indicated
     below, in each case (subject to the right of Holders of record on
     a Record Date to receive the corresponding interest due (and the
     corresponding Liquidated Damages, if any) on the corresponding
     Interest Payment Date that is on or prior to such redemption
     date) together with accrued and unpaid interest and Liquidated
     Damages, if any, thereon to the redemption date:


     Year                        Percentage

     2004                        105.813%

     2005                        102.906%

     2006                        100.000%

<PAGE>

     2007 and thereafter         100.000%

          (3)  Notwithstanding the provisions of paragraph (a), at any time
     or from time to time prior to February 15, 2003, upon any sale of
     the  common stock of the Company, up to 35% of the aggregate
     principal amount of the Notes originally issued under   this
     Indenture may be redeemed at the option of the Company within 90
     days of such sale, on not less than 30 days, but not more than 60
     days, prior notice to each Holder of the Notes to be redeemed,
     with  cash  from the Net Cash Proceeds of such  sale,  at  a
     redemption  price equal to 111.625% of the principal  amount
     thereof (subject to the right of Holders of record on a Record
     Date to receive the corresponding interest (and the corresponding
     Liquidated Damages, if any) due on the Interest Payment Date that
     is on or prior to such redemption date) together with accrued and
     unpaid interest and Liquidated Damages, if any, thereon to the
     redemption date;  provided, that immediately following  such
     redemption not less than 65% of the aggregate principal amount of
     the Notes originally issued pursuant to this Indenture remain
     outstanding.

          (4)  Notice of redemption will be mailed by first class mail at
     least 30 days but not more than 60 days before the redemption
     date  to each Holder whose Notes are to be redeemed  at  its
     registered address.  Notes in denominations larger than $1,000
     may be redeemed in part but only in integral multiples of $1,000,
     unless all of the Notes held by a Holder are to be redeemed.  On
     and after the redemption date interest ceases to accrue on Notes
     or portions thereof called for redemption unless the Company
     defaults in such payments due on the redemption date.

     6.   Repurchase of Notes at the Option of the Holder upon  a
Change  of  Control.  In the event that a Change of  Control  has
occurred,  each  Holder of Notes will have  the  right,  at  such
Holder's option, pursuant to an offer (subject only to conditions
required  by applicable law, if any) by the Company,  to  require
the  Company to repurchase all or any part of such Holder's Notes
(provided, that the principal amount of such Notes must be $1,000
or  an  integral  multiple thereof) on a date  (the  ''Change  of
Control  Purchase Date'') that is no later than 45 Business  Days
after  the occurrence of such Change of Control, at a cash  price
equal  to  101%  of the principal amount thereof,  together  with
accrued  and unpaid interest and Liquidated Damages, if  any,  to
the Change of Control Purchase Date.

     7.    Denominations, Transfer, Exchange.  The Notes  are  in
registered  form without coupons in denominations of  $1,000  and
integral  multiples  of $1,000.  The transfer  of  Notes  may  be
registered  and  Notes  may  be  exchanged  as  provided  in  the
Indenture.  The Registrar and the Trustee may require  a  Holder,
among  other  things,  to  furnish appropriate  endorsements  and
transfer  documents and the Company may require a Holder  to  pay
any   taxes  and  fees  required  by  law  or  permitted  by  the
Indenture.   The  Company  need  not  exchange  or  register  the
transfer  of  any  Note  or  portion  of  a  Note  selected   for
redemption, except for the unredeemed portion of any  Note  being
redeemed  in  part.  Also, it need not exchange or  register  the
transfer  of any Notes for a period of 15 days before a selection
of  Notes  to be redeemed or during the period between  a  Record
Date and the corresponding Interest Payment Date.

     8.   Persons Deemed Owners.  The registered Holder of a Note
may be treated as its owner for all purposes.

     9.    Amendment, Supplement and Waiver.  Subject to  certain
exceptions,  the  Indenture, the Notes or the Guarantees  may  be
amended  or  supplemented with the consent of the Holders  of  at
least  a  majority  in principal amount of the  then  outstanding
Notes,  and any existing Default or compliance with any provision
of  the Indenture, the Notes or the Guarantees may be waived with
the  consent of the Holders of a majority in principal amount  of
the  then outstanding Notes;  provided, that no such modification
may, without the consent of Holders of at least 66_% in aggregate
principal  amount  of Notes at the time outstanding,  modify  the
provisions (including the defined terms used therein) of  Section
4.13  of  the

<PAGE>

Indenture  in a manner  adverse  to  the  Holders.
Without  the consent of any Holder of a Note, the Indenture,  the
Notes  or the Guarantees may be amended or supplemented  to  cure
any   ambiguity,   defect  or  inconsistency,  to   provide   for
uncertificated  Notes in addition to or in place of  certificated
Notes, to provide for the assumption of the Company's obligations
to  Holders of the Notes in case of a merger or consolidation, to
provide  for additional Guarantors as set forth in the  Indenture
or for the release or assumption of Guarantees in compliance with
the  Indenture,  to  make  any  change  that  would  provide  any
additional  rights  or  benefits to  the  Holders  of  the  Notes
(including  the  addition  of any Guarantor)  or  that  does  not
adversely  affect  the  rights under the Indenture  of  any  such
Holder,   to  comply  with  the  provisions  of  the  Depositary,
Euroclear  or Cedel or the Trustee with respect to the provisions
of the Indenture or the Notes relating to transfers and exchanges
of  Notes or beneficial interests therein, or to comply with  the
requirements  of  the  SEC in order to  effect  or  maintain  the
qualification of the Indenture under the TIA.

     10.   Defaults  and Remedies.  The Indenture  provides  that
each of the following constitutes an Event of Default:

          (a)   the failure by the Company to pay any installment
     of  interest (or Liquidated Damages, if any) on the Notes as
     and   when  the  same  becomes  due  and  payable  and   the
     continuance of any such failure for 30 days;

          (b)   the failure by the Company to pay all or any part
     of  the principal, or premium, if any, on the Notes when and
     as the same becomes due and payable at maturity, redemption,
     by acceleration or otherwise, including, without limitation,
     payment  of the Change of Control Purchase Price (except  as
     provided  in  Section 4.13 of the Indenture), or  the  Asset
     Sale Offer Price, on Notes validly tendered and not properly
     withdrawn  pursuant to a Change of Control Offer,  or  Asset
     Sale Offer, as applicable (as set forth in Sections 4.13 and
     4.12 of the Indenture);

          (c)    the  failure  by  the  Company  or  any  of  its
     Subsidiaries  to  observe or perform any other  covenant  or
     agreement  contained  in the Notes  or  the  Indenture  and,
     except  for  the provisions under Sections 4.12, 4.13,  4.15
     and  5.1  of the Indenture, the continuance of such  failure
     for a period of 30 days after written notice is given to the
     Company by the Trustee or to the Company and the Trustee  by
     the Holders of at least 25% in aggregate principal amount of
     the Notes outstanding;

          (d)   a  default in the Indebtedness of the Company  or
     any of its Subsidiaries with an aggregate amount outstanding
     in  excess of $10,000,000 (i) resulting from the failure  to
     pay  principal at maturity or (ii) as a result of which  the
     maturity of such Indebtedness has been accelerated prior  to
     its stated maturity;

          (e)    final  unsatisfied  judgments  not  covered   by
     insurance aggregating in excess of $10,000,000, at  any  one
     time rendered against the Company or any of its Subsidiaries
     and not stayed, bonded or discharged within 60 days;

          (f)  any Guarantee of a Guarantor that is a Significant
     Subsidiary (or group of Guarantors that on a combined  basis
     would  constitute a Significant Subsidiary) ceases to be  in
     full force and effect or becomes unenforceable or invalid or
     is declared null and void (other than in accordance with the
     terms  of  the  Guarantee)  or  any  Guarantor  that  is   a
     Significant  Subsidiary (or group of Guarantors  that  on  a
     combined  basis  would constitute a Significant  Subsidiary)
     denies or disaffirms its Obligations under its Guarantee;

          (g)  a court having jurisdiction in the premises enters
     a  decree or order for (i) relief in respect of the  Company
     or  any Significant Subsidiary in an involuntary case  under
     any  applicable Bankruptcy Law now or hereafter  in  effect,
     (ii)   appointment  of  a  receiver,  liquidator,  assignee,
     custodian, trustee, sequestrator or similar official of  the
     Company  or  any  Significant  Subsidiary  or

<PAGE>

     for all or substantially all of the property and assets of the Company
     or  any  Significant Subsidiary or (iii) the winding  up  or
     liquidation of the affairs of the Company or any Significant
     Subsidiary  and, in each case, such decree  or  order  shall
     remain unstayed and in effect for a period of 60 consecutive
     days; or

          (h)   the  Company  or any Significant  Subsidiary  (i)
     commences  a voluntary case under any applicable  Bankruptcy
     Law now or hereafter in effect, or consents to the entry  of
     an  order  for relief in an involuntary case under any  such
     law,   (ii)  consents  to  the  appointment  of  or   taking
     possession  by a receiver, liquidator, assignee,  custodian,
     trustee, sequestrator or similar official of the Company  or
     any  Significant Subsidiary or for all or substantially  all
     of the property and assets of the Company or any Significant
     Subsidiary  or  (iii)  effects any  general  assignment  for
     benefit of creditors.

     11.   Subordination.   The  Notes  and  the  Guarantees  are
subordinated in right of payment, to the extent and in the manner
provided in Article XI and Section 10.8 of the Indenture, to  the
prior  payment  in full of all Senior Debt.  The Company  agrees,
and  each Holder by accepting a Note consents and agrees, to  the
subordination  provided  in  the  Indenture  and  authorizes  the
Trustee to give it effect.

     12.   Trustee  Dealings with Company.  The Trustee,  in  its
individual  or  any  other capacity, may make  loans  to,  accept
deposits  from,  and  perform services for  the  Company  or  its
Affiliates,  and  may  otherwise deal with  the  Company  or  its
Affiliates, as if it were not the Trustee.

     13.  No Recourse Against Others.  No past, present or future
director, officer, employee, incorporator or stockholder  (direct
or  indirect)  of  the  Company or the Guarantors  (or  any  such
successor  entity),  as such, shall have any  liability  for  any
Obligations of the Company or the Guarantors under the Notes, the
Guarantees  or  this  Indenture or for any  claim  based  on,  in
respect  of, or by reason of, such Obligations or their creation,
except in their capacity as an obligor or Guarantor of the  Notes
in  accordance with this Indenture.  Each Holder by  accepting  a
Note  waives  and releases all such liability.   The  waiver  and
release are part of the consideration for issuance of the Notes.

     14.   Authentication.  This Note shall not  be  valid  until
authenticated  by  the  manual signature of  the  Trustee  or  an
authenticating agent.

     15.  Abbreviations.  Customary abbreviations may be used  in
the name of a Holder or an assignee, such as:  TEN COM (= tenants
in  common),  TEN ENT (= tenants by the entireties),  JT  TEN  (=
joint  tenants with right of survivorship and not as  tenants  in
common),  CUST  (=  Custodian), and U/G/M/A (= Uniform  Gifts  to
Minors Act).

     16.   Additional  Rights of Holders of  Transfer  Restricted
Notes.7   In addition to the rights provided to Holders of  Notes
under  the  Indenture,  Holders of Transferred  Restricted  Notes
shall  have  all the rights set forth in the Registration  Rights
Agreement  dated  as  of the date of the Indenture,  between  the
Company  and  the  Initial Purchasers (the  "Registration  Rights
Agreement").

     17.    CUSIP   Numbers.    Pursuant  to   a   recommendation
promulgated  by  the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on
the  Notes  and the Trustee may use CUSIP numbers in  notices  of
redemption  as  a  convenience to Holders.  No representation  is
made as to the accuracy of such numbers either as printed on  the
Notes  or  as contained in any notice of redemption and  reliance
may  be  placed  only on the other identification numbers  placed
thereon,  and  any such redemption shall not be affected  by  any
defect in or omission of such numbers.

<PAGE>

     18.   Notation of Guarantee.  As more fully set forth in the
Indenture,  the  Company's obligations under the Notes  shall  be
guaranteed,  to  the  extent  permitted  by  law,  on  a   senior
     subordinated basis by each of the Guarantors that from time to
time  shall  be required to execute a supplemental  indenture  in
accordance with the provisions of Section 10.4 of the Indenture.

     19.  Governing Law.

          (a)   THE INDENTURE AND THE NOTES SHALL BE GOVERNED  BY
     AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE  STATE  OF
     NEW  YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401  OF
     THE NEW YORK GENERAL OBLIGATIONS LAW.

          (b)   EACH  OF  THE  COMPANY AND THE GUARANTORS  HEREBY
     IRREVOCABLY  SUBMITS TO THE JURISDICTION  OF  ANY  NEW  YORK
     STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE  CITY
     OF  NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH  OF
     MANHATTAN  IN THE CITY OF NEW YORK IN RESPECT OF  ANY  SUIT,
     ACTION  OR  PROCEEDING ARISING OUT OF OR  RELATING  TO  THIS
     INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR  ITSELF
     AND    IN   RESPECT   OF   ITS   PROPERTY,   GENERALLY   AND
     UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH
     OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE
     FULLEST  EXTENT  IT MAY EFFECTIVELY DO SO  UNDER  APPLICABLE
     LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
     LAYING  OF  THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
     BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH  SUIT,
     ACTION  OR  PROCEEDING BROUGHT IN ANY SUCH  COURT  HAS  BEEN
     BROUGHT  IN  AN  INCONVENIENT FORUM.  NOTHING  HEREIN  SHALL
     AFFECT  THE RIGHT OF THE TRUSTEE OR ANY NOTEHOLDER TO  SERVE
     PROCESS  IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
     LEGAL  PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE  COMPANY
     AND THE GUARANTORS IN ANY OTHER JURISDICTION.

     The  Company will furnish to any Holder upon written request
and   without  charge  a  copy  of  the  Indenture   and/or   the
Registration Rights Agreement.  Requests may be made to:

               Bio-Rad Laboratories, Inc.
               1000 Alfred Nobel Drive
               Hercules, California  94547
               Attention:  Chief Financial Officer
               Telephone No.:  (510) 741-7000

<PAGE>

                        Assignment Form


To  assign this Note, fill in the form below: (I) or (we)  assign
and transfer this Note to


         (Insert assignee's soc. sec. or tax I.D. no.)








     (Print or type assignee's name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company.  The agent may
substitute another to act for him.




Date:

                         Your Signature:
     (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*









*NOTICE:   The  Signature must be guaranteed  by  an  Institution
which  is  a member of one of the following recognized  signature
Guarantee  Programs:  (i) The Securities Transfer Agent Medallion
Program  (STAMP);  (ii)  The New York  Stock  Exchange  Medallion
Program  (INSP.);  (iii)  The  Stock Exchange  Medallion  Program
(SEEP); or (iv) in such other guarantee program acceptable to the
Trustee.

<PAGE>

               Option of Holder to Elect Purchase


     If  you  want  to elect to have this Note purchased  by  the
Company pursuant to Section 4.12 or 4.13 of the Indenture,  check
the box below:

                Section 4.12             Section 4.13

     If you want to elect to have only part of the Note purchased
by  the  Company pursuant to Section 4.12 or Section 4.13 of  the
Indenture,  state  the  amount you elect to  have  purchased  (in
denominations of $1,000 only, except if you have elected to  have
all of your Notes purchased):  $___________


Date:


                         Your Signature:
     (Sign exactly as your name appears on the face of this Note)

                         Tax Identification No.:______________


Signature Guarantee*









*NOTICE:   The  Signature must be guaranteed  by  an  Institution
which  is  a member of one of the following recognized  signature
Guarantee  Programs:  (i) The Securities Transfer Agent Medallion
Program  (STAMP);  (ii)  The New York  Stock  Exchange  Medallion
Program  (INSP.);  (iii)  The  Stock Exchange  Medallion  Program
(SEEP); or (iv) in such other guarantee program acceptable to the
Trustee.

<PAGE>

     SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


     The following exchanges of a part of this Global Note for an
interest  in  another Global Notes or for a Definitive  Note,  or
exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:


                                            Principal
             Amount of       Amount of    Amount of this     Signature
             decrease        Increase      Global Note     of authorized
           in Principal    in Principal     following        officer of
Date of s  Amount of this  Amount of this  such decrease   Trustee or Note
Exchange   Global Note      Global Note   (or increase)      Custodian




<PAGE>























                                                        EXHIBIT B
                FORM OF CERTIFICATE OF TRANSFER

Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California  94547
Attention:  Chief Financial Officer


Norwest Bank Minnesota, N.A.
333 South Grand Avenue, Suite 740
Los Angeles, California 90071
Attention:  Jeanie Mar

     Re: 11-5/8% Senior Subordinated Notes due 2007

Dear Sirs:

     Reference  is  hereby  made to the Indenture,  dated  as  of
February   17,   2000   (the   "Indenture"),   between    Bio-Rad
Laboratories, Inc., as issuer (the "Company"), and Norwest  Bank,
Minnesota,  N.A.,  as trustee. Capitalized  terms  used  but  not
defined  herein  shall have the meanings given  to  them  in  the
Indenture.  ______________, (the "Transferor") owns and  proposes
to  transfer the Note[s] or interest in such Note[s] specified in
Annex  A hereto, in the principal amount of $___________ in  such
Note[s]  or  interests  (the  "Transfer"),  to   __________  (the
"Transferee"),  as  further specified  in  Annex  A  hereto.   In
connection  with  the Transfer, the Transferor  hereby  certifies
that:

[CHECK ALL THAT APPLY]

     1.              Check if Transferee will take delivery of  a
               beneficial interest in the 144A Global Note  or  a
               Definitive  Note  Pursuant  to  Rule  144A.    The
               Transfer  is  being effected pursuant  to  and  in
               accordance with Rule 144A under the United  States
               Securities   Act   of  1933,   as   amended   (the
               "Securities    Act"),   and,   accordingly,    the
               Transferor  hereby  further  certifies  that   the
               beneficial  interest or Definitive Note  is  being
               transferred  to  a  Person  that  the   Transferor
               reasonably believed and believes is purchasing the
               beneficial interest or Definitive Note for its own
               account, or for one or more accounts with  respect
               to  which  such  Person exercises sole  investment
               discretion, and such Person and each such  account
               is  a  "qualified institutional buyer" within  the
               meaning of Rule 144A in a transaction meeting  the
               requirements of Rule 144A and such Transfer is  in
               compliance with any applicable blue sky securities
               laws  of  any  State of the United  States.   Upon
               consummation   of   the   proposed   Transfer   in
               accordance  with the terms of the  Indenture,  the
               transferred beneficial interest or Definitive Note
               will  be  subject to the restrictions on  transfer
               enumerated in the Private Placement Legend printed
               on the 144A Global Note and/or the Definitive Note
               and in the Indenture and the Securities Act.

     2.              Check if Transferee will take delivery of  a
               beneficial  interest  in the Regulation  S  Global
               Note  or  a Definitive Note pursuant to Regulation
               S.  The Transfer is being effected pursuant to and
               in  accordance with Rule 903 or Rule 904 under the
               Securities  Act  and, accordingly, the  Transferor
               hereby further certifies that (i) the Transfer  is
               not  being  made to a person in the United  States
               and  (x) at the time the

<PAGE>

               buy order was originated, the  Transferee was outside the United
               States  or such  Transferor  and  any Person  acting  on  its
               behalf  reasonably believed and believes that  the
               Transferee  was outside the United States  or  (y)
               the transaction was executed in, on or through the
               facilities  of  a  designated offshore  securities
               market  and neither such Transferor nor any Person
               acting  on  its behalf knows that the  transaction
               was prearranged with a buyer in the United States,
               (ii) no directed selling efforts have been made in
               contravention of the requirements of  Rule  903(b)
               or   Rule   904(b)  of  Regulation  S  under   the
               Securities Act, (iii) the transaction is not  part
               of  a  plan  or  scheme to evade the  registration
               requirements of the Securities Act and (iv) if the
               proposed  transfer  is being  made  prior  to  the
               expiration of the Distribution Compliance  Period,
               the transfer is not being made to a U.S. Person or
               for the account or benefit of a U.S. Person (other
               than   an  Initial  Purchaser)  and  the  interest
               transferred  will  be held immediately  thereafter
               through Euroclear or Cedel.  Upon consummation  of
               the proposed transfer in accordance with the terms
               of   the  Indenture,  the  transferred  beneficial
               interest or Definitive Note will be subject to the
               restrictions on Transfer enumerated in the Private
               Placement  Legend  printed  on  the  Regulation  S
               Global Note and/or the Definitive Note and in  the
               Indenture and the Securities Act.

     3.              Check  and complete if Transferee will  take
               delivery  of a beneficial interest in a Definitive
               Note  pursuant to any provision of the  Securities
               Act  other  than Rule 144A or Regulation  S.   The
               Transfer is being effected in compliance with  the
               transfer  restrictions  applicable  to  beneficial
               interests   in   Restricted   Global   Notes   and
               Restricted Definitive Notes and pursuant to and in
               accordance  with  the  Securities  Act   and   any
               applicable blue sky securities laws of  any  State
               of   the   United  States,  and  accordingly   the
               Transferor  hereby further certifies  that  (check
               one):

               (a)             Such  Transfer  is being  effected
                         pursuant to and in accordance with  Rule
                         144 under the Securities Act; or

               (b)             Such Transfer is being effected to
                         the Company or a subsidiary thereof; or

               (c)             Such  Transfer  is being  effected
                         pursuant  to  an effective  registration
                         statement under the Securities  Act  and
                         in   compliance   with  the   prospectus
                         delivery  requirements of the Securities
                         Act; or

               (d)             such Transfer is being effected to
                         an Institutional Accredited Investor and
                         pursuant   to  an  exemption  from   the
                         registration   requirements    of    the
                         Securities  Act  other than  Rule  144A,
                         Rule 144 or Rule 904, and the Transferor
                         hereby further certifies that it has not
                         engaged   in  any  general  solicitation
                         within the meaning of Regulation D under
                         the  Securities  Act  and  the  Transfer
                         complies  with the transfer restrictions
                         applicable to beneficial interests in  a
                         Restricted  Global  Note  or  Restricted
                         Definitive Notes and the requirements of
                         the     exemption     claimed,     which
                         certification  is  supported  by  (1)  a
                         certificate  executed by the  Transferee
                         in  a form of Exhibit D to the Indenture
                         and  (2)  if such Transfer is in respect
                         of  a  principal amount of Notes at  the
                         time  of transfer of less than $250,000,
                         an  Opinion of Counsel provided  by  the
                         Transferor or the

<PAGE>

                         Transferee (a copy  of which  the  Transferor has
                         attached  to this  certification and provided to  the
                         Company,   which   has   confirmed   its
                         acceptability), to the effect that  such
                         Transfer  is  in  compliance  with   the
                         Securities  Act.   Upon consummation  of
                         the proposed transfer in accordance with
                         the   terms   of   the  Indenture,   the
                         Definitive Note will be subject  to  the
                         restrictions  on transfer enumerated  in
                         the Private Placement Legend printed  on
                         the   Definitive  Notes   and   in   the
                         Indenture and the Securities Act.

     4.         Check  if  Transferee will  take  delivery  of  a
          beneficial interest in an Unrestricted Global  Note  or
          of an Unrestricted Definitive Note.

          (a)             Check  if Transfer is Pursuant to  Rule
                    144.   (i)  The  Transfer is  being  effected
                    pursuant  to and in accordance with Rule  144
                    under  the  Securities Act and in  compliance
                    with  the transfer restrictions contained  in
                    the  Indenture  and any applicable  blue  sky
                    securities  laws of any State of  the  United
                    States  and (ii) the restrictions on transfer
                    contained  in the Indenture and  the  Private
                    Placement Legend are not required in order to
                    maintain compliance with the Securities  Act.
                    Upon consummation of the proposed Transfer in
                    accordance  with the terms of the  Indenture,
                    the   transferred  beneficial   interest   or
                    Definitive Note will no longer be subject  to
                    the  restrictions on transfer  enumerated  in
                    the  Private Placement Legend printed on  the
                    Restricted   Global  Notes,   on   Restricted
                    Definitive Notes and in the Indenture and the
                    Securities Act.

          (b)              Check  if  Transfer  is  Pursuant   to
                    Regulation  S.   (i)  The Transfer  is  being
                    effected  pursuant to and in accordance  with
                    Rule 903 or Rule 904 under the Securities Act
                    and   in   compliance   with   the   transfer
                    restrictions  contained in the Indenture  and
                    any  applicable blue sky securities  laws  of
                    any  State of the United States and (ii)  the
                    restrictions  on  transfer contained  in  the
                    Indenture  and  the Private Placement  Legend
                    are   not   required  in  order  to  maintain
                    compliance  with  the Securities  Act.   Upon
                    consummation  of  the  proposed  Transfer  in
                    accordance  with the terms of the  Indenture,
                    the   transferred  beneficial   interest   or
                    Definitive Note will no longer be subject  to
                    the  restrictions on transfer  enumerated  in
                    the  Private Placement Legend printed on  the
                    Restricted   Global  Notes,   on   Restricted
                    Definitive Notes and in the Indenture and the
                    Securities Act.

          (c)             Check if Transfer is Pursuant to  Other
                    Exemption.    (i)  The  Transfer   is   being
                    effected  pursuant to and in compliance  with
                    an    exemption    from   the    registration
                    requirements of the Securities Act other than
                    Rule  144,  Rule  903  or  Rule  904  and  in
                    compliance  with  the  transfer  restrictions
                    contained in the Indenture and any applicable
                    blue sky securities laws of any State of  the
                    United  States  and (ii) the restrictions  on
                    transfer contained in the Indenture  and  the
                    Private Placement Legend are not required  in
                    order   to   maintain  compliance  with   the
                    Securities  Act.   Upon consummation  of  the
                    proposed  Transfer  in  accordance  with  the
                    terms   of  the  Indenture,  the  transferred
                    beneficial interest or Definitive  Note  will
                    not   be  subject  to  the  restrictions   on
                    transfer  enumerated in the Private Placement
                    Legend printed

<PAGE>

                    on the Restricted Global Notes or  Restricted Definitive
                    Notes  and  in  the Indenture.

<PAGE>

     This  certificate  and the statements contained  herein  are
made for your benefit and the benefit of the Company.

                                   Dated:
[Insert Name of Transferor]



By:
   Name:
   Title:


<PAGE>

               ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

     (a)       a beneficial interest in the:

          (i)       144A Global Note (CUSIP  _______), or

          (ii)       Regulation S Global Note (CUSIP           ),
or

     (b)       a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

[CHECK ONE]

     (a)       a beneficial interest in the:

          (i)       144A Global Note (CUSIP         ), or

          (ii)      Regulation S Global Note (CUSIP         ), or

          (iii)             Unrestricted   Global   Note   (CUSIP
); or

     (b)       a Restricted Definitive Note; or

     (c)       an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

<PAGE>
                                                        EXHIBIT C
                FORM OF CERTIFICATE OF EXCHANGE

Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California  94547
Attention:  Chief Financial Officer


Norwest Bank Minnesota, N.A.
333 South Grand Avenue, Suite 740
Los Angeles, California 90071
Attention:  Jeanie Mar

          Re:  11-5/8% Senior Subordinated Notes due 2007
Dear Sirs:

     Reference  is  hereby  made to the Indenture,  dated  as  of
February   17,   2000   (the   "Indenture"),   between    Bio-Rad
Laboratories,  Inc., as issuer (the "Company") and party  thereto
and  Norwest Bank Minnesota, N.A., as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them
in the Indenture.

     ________________________________,  (the  "Owner")  owns  and
proposes  to  exchange the Note[s] or interest  in  such  Note[s]
specified     herein,    in    the    principal     amount     of
$____________________________________   in   such   Note[s]    or
interests (the "Exchange").  In connection with the Exchange, the
Owner hereby certifies that:

     1.    Exchange of Restricted Definitive Notes or  Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive
Notes or Beneficial Interests in an Unrestricted Global Note.

          (a)             Check  if  Exchange is from  beneficial
                    interest  in  a  Restricted  Global  Note  to
                    beneficial interest in an Unrestricted Global
                    Note.  In connection with the Exchange of the
                    Owner's  beneficial interest in a  Restricted
                    Global Note for a beneficial interest  in  an
                    Unrestricted   Global  Note   in   an   equal
                    principal  amount, the Owner hereby certifies
                    (i) the beneficial interest is being acquired
                    for the Owner's own account without transfer,
                    (ii)  such  Exchange  has  been  effected  in
                    compliance  with  the  transfer  restrictions
                    applicable  to the Global Notes and  pursuant
                    to  and  in accordance with the United States
                    Securities  Act  of  1933,  as  amended  (the
                    "Securities Act"), (iii) the restrictions  on
                    transfer contained in the Indenture  and  the
                    Private Placement Legend are not required  in
                    order   to   maintain  compliance  with   the
                    Securities   Act  and  (iv)  the   beneficial
                    interest  in an Unrestricted Global  Note  is
                    being   acquired  in  compliance   with   any
                    applicable  blue sky securities laws  of  any
                    State of the United States.

          (b)             Check  if  Exchange is from  beneficial
                    interest  in  a  Restricted  Global  Note  to
                    Unrestricted Definitive Note.  In  connection
                    with  the  Exchange of the Owner's beneficial
                    interest in a Restricted Global Note  for  an
                    Unrestricted  Definitive  Note,   the   Owner
                    hereby  certifies (i) the Definitive Note  is
                    being  acquired for the Owner's  own  account
                    without transfer, (ii) such Exchange

<PAGE>

                    has been effected  in  compliance  with  the  transfer
                    restrictions  applicable  to  the  Restricted
                    Global   Notes  and  pursuant   to   and   in
                    accordance with the Securities Act, (iii) the
                    restrictions  on  transfer contained  in  the
                    Indenture  and  the Private Placement  Legend
                    are   not   required  in  order  to  maintain
                    compliance with the Securities Act  and  (iv)
                    the  Definitive  Note is  being  acquired  in
                    compliance  with  any  applicable  blue   sky
                    securities  laws of any State of  the  United
                    States.

          (c)             Check  if  Exchange is from  Restricted
                    Definitive Note to beneficial interest in  an
                    Unrestricted Global Note.  In connection with
                    the   Owner's   Exchange  of   a   Restricted
                    Definitive Note for a beneficial interest  in
                    an Unrestricted Global Note, the Owner hereby
                    certifies  (i)  the  beneficial  interest  is
                    being  acquired for the Owner's  own  account
                    without transfer, (ii) such Exchange has been
                    effected  in  compliance  with  the  transfer
                    restrictions    applicable   to    Restricted
                    Definitive  Notes  and  pursuant  to  and  in
                    accordance with the Securities Act, (iii) the
                    restrictions  on  transfer contained  in  the
                    Indenture  and  the Private Placement  Legend
                    are   not   required  in  order  to  maintain
                    compliance with the Securities Act  and  (iv)
                    the beneficial interest is being acquired  in
                    compliance  with  any  applicable  blue   sky
                    securities  laws of any State of  the  United
                    States.

          (d)             Check  if  Exchange is from  Restricted
                    Definitive  Note  to Unrestricted  Definitive
                    Note.    In   connection  with  the   Owner's
                    Exchange of a Restricted Definitive Note  for
                    an  Unrestricted Definitive Note,  the  Owner
                    hereby   certifies   (i)   the   Unrestricted
                    Definitive  Note  is being acquired  for  the
                    Owner's  own  account without transfer,  (ii)
                    such Exchange has been effected in compliance
                    with the transfer restrictions applicable  to
                    Restricted  Definitive Notes and pursuant  to
                    and  in  accordance with the Securities  Act,
                    (iii)  the restrictions on transfer contained
                    in  the  Indenture and the Private  Placement
                    Legend  are not required in order to maintain
                    compliance with the Securities Act  and  (iv)
                    the  Unrestricted Definitive  Note  is  being
                    acquired  in  compliance with any  applicable
                    blue sky securities laws of any State of  the
                    United States.

     2.    Exchange of Restricted Definitive Notes or  Beneficial
Interests  in  Restricted Global Notes for Restricted  Definitive
Notes or Beneficial Interests in Restricted Global Notes

          (a)             Check  if  Exchange is from  beneficial
                    interest  in  a  Restricted  Global  Note  to
                    Restricted  Definitive Note.   In  connection
                    with  the  Exchange of the Owner's beneficial
                    interest  in a Restricted Global Note  for  a
                    Restricted  Definitive  Note  with  an  equal
                    principal  amount, the Owner hereby certifies
                    that  the Restricted Definitive Note is being
                    acquired for the Owner's own account  without
                    transfer.  Upon consummation of the  proposed
                    Exchange in accordance with the terms of  the
                    Indenture,  the  Restricted  Definitive  Note
                    issued  will  continue to be subject  to  the
                    restrictions  on transfer enumerated  in  the
                    Private  Placement  Legend  printed  on   the
                    Restricted   Definitive  Note  and   in   the
                    Indenture and the Securities Act.

          (b)             Check  if  Exchange is from  Restricted
                    Definitive Note to beneficial interest  in  a
                    Restricted  Global Note.  In connection  with
                    the   Exchange  of  the

<PAGE>

                    Owner's   Restricted Definitive Note for a beneficial
                    interest  in the:   [CHECK  ONE]   144A  Global  Note   or
                    Regulation  S  Global  Note  with  an   equal
                    principal  amount, the Owner hereby certifies
                    (i) the beneficial interest is being acquired
                    for  the Owner's own account without transfer
                    and  (ii) such Exchange has been effected  in
                    compliance  with  the  transfer  restrictions
                    applicable to the Restricted Global Notes and
                    pursuant  to  and  in  accordance  with   the
                    Securities  Act, and in compliance  with  any
                    applicable  blue sky securities laws  of  any
                    State    of   the   United   States.     Upon
                    consummation  of  the  proposed  Exchange  in
                    accordance  with the terms of the  Indenture,
                    the   beneficial  interest  issued  will   be
                    subject   to  the  restrictions  on  transfer
                    enumerated  in  the Private Placement  Legend
                    printed  on  the  relevant Restricted  Global
                    Note  and in the Indenture and the Securities
                    Act.

<PAGE>

     This  certificate  and the statements contained  herein  are
made for your benefit and the benefit of the Company.



[Insert Name of Owner]



By:
  Name:
  Title:


Dated:


<PAGE>

                                                        EXHIBIT D
               FORM OF CERTIFICATE FROM ACQUIRING
               INSTITUTIONAL ACCREDITED INVESTOR
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California  94547
Attention:  Chief Financial Officer


Norwest Bank Minnesota, N.A.
33 South Grand Avenue, Suite 740
Los Angeles, California 90071
Attention:  Jeanie Mar

          Re:       11-5/8% Senior Subordinated Notes due 2007

Dear Sirs:

     Reference  is  hereby  made to the Indenture,  dated  as  of
February   17,   2000   (the   "Indenture"),   between    Bio-Rad
Laboratories,  Inc., as issuer (the "Company") and party  thereto
and  Norwest Bank Minnesota, N.A., as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them
in the Indenture.

     In  connection  with our proposed purchase of  $____________
aggregate  principal amount of: (a) a beneficial  interest  in  a
Global Note, or (b) a Definitive Note, we confirm that:

     1.     We  understand that any subsequent  transfer  of  the
Notes  or any interest therein is subject to certain restrictions
and  conditions  set forth in the Indenture and  the  undersigned
agrees  to  be  bound by, and not to resell, pledge or  otherwise
transfer  the Notes or any interest therein except in  compliance
with,  such  restrictions and conditions and  the  United  States
Securities Act of 1933, as amended (the "Securities Act").

     2.     We  understand that the offer and sale of  the  Notes
have  not been registered under the Securities Act, and that  the
Notes  and any interest therein may not be offered or sold except
as  permitted in the following sentence.  We agree,  on  our  own
behalf  and on behalf of any accounts for which we are acting  as
hereinafter  stated,  that if we should sell  the  Notes  or  any
interest  therein, we will do so only (A) to the Company  or  any
Guarantor  or  any  of  their  respective  subsidiaries,  (B)  in
accordance  with  Rule  144A  under  the  Securities  Act  to   a
"qualified institutional buyer" (as defined therein), (C)  to  an
institutional  "accredited investor"  (as  defined  below)  that,
prior to such transfer, furnishes (or has furnished on its behalf
by  a  U.S.  broker-dealer) to you and to the  Company  a  signed
letter  substantially  in the form of this  letter  and,  if  the
proposed transfer is in respect of an aggregate principal  amount
of  Notes  of less than $250,000, an Opinion

<PAGE>

of Counsel  in  form reasonably  acceptable to the Company to  the  effect
that  such transfer  is  in compliance with the Securities Act, (D)  outside
the  United  States in accordance with Rule 904 of  Regulation  S
under the Securities Act, (E) pursuant to the provisions of  Rule
144  under  the  Securities Act, (F) in accordance  with  another
exemption  from  the registration requirements of the  Securities
Act  (and  based  upon an opinion of counsel  acceptable  to  the
Company)  or (G) pursuant to an effective registration  statement
under the Securities Act, and we further agree to provide to  any
person  purchasing the Definitive Note from us in  a  transaction
meeting  the  requirements of clauses (A)  through  (F)  of  this
paragraph  a notice advising such purchaser that resales  thereof
are restricted as stated herein.

     3.     We  understand that, on any proposed  resale  of  the
Notes  or  beneficial interest therein, we will  be  required  to
furnish  to  you  and  the  Company  such  certifications,  legal
opinions  and  other  information as  you  and  the  Company  may
reasonably  require  to confirm that the proposed  sale  complies
with the foregoing restrictions.  We further understand that  the
Notes purchased by us will bear a legend to the foregoing effect.
We  further understand that any subsequent transfer by us of  the
Notes  or  beneficial interest therein acquired  by  us  must  be
effected through one of the Initial Purchasers.

     4.    We  are  an  institutional "accredited  investor"  (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D  under
the  Securities  Act) and have such knowledge and  experience  in
financial and business matters as to be capable of evaluating the
merits  and risks of our investment in the Notes, and we and  any
accounts  for  which  we are acting are each  able  to  bear  the
economic risk of our or its investment.

     5.    We  are  acquiring  the Notes or  beneficial  interest
therein  purchased by us for our own account or for one  or  more
accounts   (each   of  which  is  an  institutional   "accredited
investor")  as  to  each  of  which we exercise  sole  investment
discretion.

     You  and  the Company are entitled to rely upon this  letter
and  are irrevocably authorized to produce this letter or a  copy
hereof  to  any interested party in any administrative  or  legal
proceedings  or  official inquiry with  respect  to  the  matters
covered hereby.

<PAGE>


                                   Dated:
[Insert Name of Accredited Investor]


By:
Name:
Title:

<PAGE>


                                                        EXHIBIT E
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSIDIARY  GUA
RANTORS


     Supplemental   Indenture  (this  "Supplemental  Indenture"),
dated      as      of      ________     __,      ____,      among
___________________________________,      (the      "Guaranteeing
Subsidiary"), a subsidiary of Bio-Rad Laboratories, Inc. (or  its
permitted successor), a Delaware corporation (the "Company"), the
Company, the Guarantors (as defined in the Indenture referred  to
herein)  party  thereto  and Norwest  Bank  Minnesota,  N.A.,  as
trustee under the Indenture referred to below (the "Trustee").

                      W I T N E S S E T H

     WHEREAS,  the Company has heretofore executed and  delivered
to  the  Trustee  an  indenture (the "Indenture"),  dated  as  of
February  17,  2000, providing for the issuance  of  11_%  Senior
Subordinated Notes due 2007 (the "Notes");

     WHEREAS,   the   Indenture  provides  that   under   certain
circumstances Subsidiaries of the Company are required to execute
and  deliver to the Trustee a supplemental indenture pursuant  to
which such Subsidiary shall unconditionally guarantee all of  the
Company's  obligations under the Notes and the Indenture  on  the
terms   and   conditions  set  forth  herein   (the   "Subsidiary
Guarantee"); and

     WHEREAS,  pursuant  to  Section 9.1 of  the  Indenture,  the
Trustee  is  authorized to execute and deliver this  Supplemental
Indenture.

     NOW  THEREFORE,  in consideration of the foregoing  and  for
other  good and valuable consideration, the receipt of  which  is
hereby  acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit  of
the Holders of the Notes as follows:

     1.    Capitalized  Terms.   Capitalized  terms  used  herein
without  definition shall have the meanings assigned to  them  in
the Indenture.

     2.    Agreement  to Guarantee.  The Guaranteeing  Subsidiary
irrevocably   and   unconditionally  guarantees   the   Guarantee
Obligations,  which include (i) the due and punctual  payment  of
the  principal  of, premium, if any, and interest and  Liquidated
Damages,   if  any,  on  the  Notes,  whether  at  maturity,   by
acceleration,  call  for redemption, upon  a  Change  of  Control
Offer,  upon  an  Asset  Sale Offer or  otherwise,  the  due  and
punctual  payment  of  interest  on  the  overdue  principal  and
premium, if any, and (to the extent permitted by law) interest on
any  interest on the Notes, and payment of expenses, and the  due
and punctual performance of all other obligations of the Company,
to  the  Holders or the Trustee all in accordance with the  terms
set  forth  in Article X of the Indenture, (ii) in  case  of  any
extension of time of payment or renewal of any Notes or any  such
other  obligations, that the same will be promptly paid  in  full
when  due  or  performed  in accordance with  the  terms  of  the
extension   or   renewal,   whether  at   stated   maturity,   by


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acceleration,  call  for redemption, upon  a  Change  of  Control
Offer,  upon  an  Asset Sale Offer or otherwise,  and  (iii)  the
payment  of  any and all costs and expenses (including reasonable
attorneys' fees) incurred by the Trustee in enforcing any  rights
under this Guarantee.

     The  obligations of Guaranteeing Subsidiary to  the  Holders
and  to the Trustee pursuant to this Subsidiary Guarantee and the
Indenture  are expressly set forth in Article X of the  Indenture
and  reference is hereby made to such Indenture for  the  precise
terms of this Subsidiary Guarantee.

     No  past,  present  or future director,  officer,  employee,
incorporator   or  stockholder  (direct  or  indirect)   of   the
Guarantors  (or any such successor entity), as such,  shall  have
any  liability for any Obligations of the Guarantors  under  this
Subsidiary Guarantees or the Indenture or for any claim based on,
in  respect  of,  or  by  reason of, such  Obligations  or  their
creation, except in their capacity as an obligor or Guarantor  of
the Notes in accordance with the Indenture.

     This  is  a  continuing Guarantee and shall remain  in  full
force  and  effect  and  shall be binding upon  the  Guaranteeing
Subsidiary  and its successors and assigns until full  and  final
payment  of all of the Company's obligations under the Notes  and
Indenture or until released in accordance with the Indenture  and
shall  inure to the benefit of the successors and assigns of  the
Trustee  and  the Holders, and, in the event of any  transfer  or
assignment of rights by any Holder or the Trustee, the rights and
privileges  herein conferred upon that party shall  automatically
extend  to  and  be  vested in such transferee or  assignee,  all
subject  to the terms and conditions hereof.  This is a Guarantee
of payment and not of collectibility.

     The  Obligations  of the Guaranteeing Subsidiary  under  its
Subsidiary Guarantee shall be limited to the extent necessary  to
insure that it does not constitute a fraudulent conveyance  under
applicable law.

     THE  TERMS  OF  ARTICLE X OF THE INDENTURE ARE  INCORPORATED
HEREIN BY REFERENCE.

     3.   NEW YORK LAW TO GOVERN.

          (a)   THE  INTERNAL LAW OF THE STATE OF NEW YORK  SHALL
     GOVERN  AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE,
     INCLUDING,  WITHOUT LIMITATION, SECTION 5-1401  OF  THE  NEW
     YORK GENERAL OBLIGATIONS LAW.

          (b)   EACH  OF  THE  COMPANY AND THE GUARANTORS  HEREBY
     IRREVOCABLY  SUBMITS TO THE JURISDICTION  OF  ANY  NEW  YORK
     STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE  CITY
     OF  NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH  OF
     MANHATTAN  IN THE CITY OF NEW YORK IN RESPECT OF  ANY  SUIT,
     ACTION  OR  PROCEEDING ARISING OUT OF OR  RELATING  TO  THIS
     INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR

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     ITSELF AND IN RESPECT   OF   ITS   PROPERTY,   GENERALLY   AND
     UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH
     OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE
     FULLEST  EXTENT  IT MAY EFFECTIVELY DO SO  UNDER  APPLICABLE
     LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
     LAYING  OF  THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
     BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH  SUIT,
     ACTION  OR  PROCEEDING BROUGHT IN ANY SUCH  COURT  HAS  BEEN
     BROUGHT  IN  AN  INCONVENIENT FORUM.  NOTHING  HEREIN  SHALL
     AFFECT  THE RIGHT OF THE TRUSTEE OR ANY NOTEHOLDER TO  SERVE
     PROCESS  IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
     LEGAL  PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE  COMPANY
     AND THE GUARANTORS IN ANY OTHER JURISDICTION.

     4.    Counterparts.   The parties may  sign  any  number  of
copies of this Supplemental Indenture.  Each signed copy shall be
an  original,  but  all  of  them  together  represent  the  same
agreement.

     5.    Effect  of Headings.  The Section headings herein  are
for  convenience  only  and  shall not  affect  the  construction
hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested,  all  as
of the date first above written.

                              THE COMPANY:

                              BIO-RAD LABORATORIES, INC.



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                              THE GUARANTOR[S]:

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                              By:
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                              TRUSTEE:

                              NORWEST BANK MINNESOTA, N.A.



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