U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


              /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
                                       OR


              / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER: 000-23709

                                DOUBLECLICK INC.
             (Exact Name of Registrant as Specified in its Charter)


                               DELAWARE 13-3870996
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                          41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
              (Address of Principal Executive Officer and Zip Code)

                                 (212) 683-0001
              (Registrant's Telephone Number, Including Area Code)


    Check whether the registrant:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act during  the  preceding  12
months (or for such shorter period that the Registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes /X/ No / /

    As of April 30,  1999,  there  were  39,580,068  shares of the  registrant's
common stock outstanding.





<PAGE>






                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I     FINANCIAL INFORMATION

ITEM 2:    Consolidated Financial Information:

           Consolidated Balance Sheet as of March 31, 1999 and 
           December 31, 1998 (unaudited with respect to March 31, 1999)........3

           Unaudited Consolidated Statement of Operations for the three
           months ended March 31, 1999 and 1998................................4

           Unaudited Consolidated Statement of Cash Flows for the three months
           ended March 31, 1999 and 1998.......................................5

           Unaudited Consolidated Statement Of Stockholders' Equity for the
           three months ended March 31, 1999 and 1998..........................6

           Notes to Unaudited Consolidated Financial Statements................7

ITEM 2:    Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................13

PART II    OTHER INFORMATION

ITEM 1:    Legal Proceedings...................... ...........................28

ITEM 2:    Changes in Securities and Use of Proceeds..........................28

ITEM 3:    Defaults Upon Senior Securities....................................28

ITEM 4:    Submission of Matters to a Vote of Security Holders................28

ITEM 5:    Other Information...................... ...........................28

ITEM 6:    Exhibits and Reports on Form 8-K...................................28

ITEM 7:    Signatures ........................................................29









<PAGE>
<TABLE>
 


                                DOUBLECLICK INC.

                           CONSOLIDATED BALANCE SHEET
                      (in thousands, except share amounts)


                                                                                            March 31,           December 31,
                                                                                               1999                 1998
                                                                                               ----                 ----
                                                                                           (unaudited)
                                     ASSETS
<S>                                                                             <C>                      <C>   
Current assets:
Cash and cash equivalents ......................................................            $ 331,851            $ 127,171
Short-term investments .........................................................               39,295                9,643
Accounts receivable, less allowances of $4,297 and $3,929 ......................               23,085               31,342
Prepaid expenses and other current assets ......................................                2,199                  869
                                                                                             --------           ---------
     Total current assets ......................................................              396,430              169,025 

Property and equipment, net ....................................................               14,296               13,741
Investments and other assets ...................................................                5,925                  855
                                                                                            ---------            ---------
     Total assets ..............................................................            $ 416,651            $ 183,621
                                                                                            =========            =========
                                                                                 

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                             <C>                      <C>   
Current liabilities:
Accounts payable ...............................................................              $ 9,059             $ 20,583
Accrued expenses ...............................................................               11,130               12,220
Deferred revenues ..............................................................                3,729                1,683
Deferred license and service fees ..............................................                  421                  421
                                                                                             ---------            --------
     Total current liabilities .................................................               24,339               34,907

Convertible subordinated notes .................................................              250,000                    -
Other liabilities ..............................................................                  321                  375

Stockholders' equity:
Common stock, par value $0.001;
     39,465,228 and 39,135,774 shares outstanding ..............................                   39                   39
Additional paid-in capital .....................................................              204,205              203,417
Accumulated deficit ............................................................              (61,642)             (54,717)
Deferred compensation ..........................................................                 (345)                (441)
Other accumulated comprehensive income (loss) ..................................                 (266)                  41
                                                                                            ----------           ---------
     Total stockholders' equity ................................................              141,991              148,339
                                                                                            ----------           ---------
     Total liabilities and stockholders' equity ................................            $ 416,651            $ 183,621
                                                                                            ==========           =========
                                                                                 


The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                                 (in thousands)

                                                                                     Three Months Ended March 31,
                                                                                   -------------------------------- 
                                                                
                                                                                      1999                   1998
                                                                                   ----------            ---------
<S>                                                                                 <C>                  <C>    
Revenues .......................................................................    $ 22,087             $ 13,004
Cost of revenues ..............................................................       10,098                8,845 
                                                                                    --------             ---------
   Gross profit ...............................................................       11,989                4,159 
                                                                                    --------             ---------
Operating expenses
   Sales and marketing ........................................................       11,057                5,624
   General and administrative .................................................        4,265                2,349
   Product development ........................................................        3,611                1,025
   Facility relocation & other ................................................        1,644                   - 
                                                                                    --------              --------
     Total operating expenses .................................................       20,577                8,998 
                                                                                    --------              --------

Loss from operations ..........................................................       (8,588)              (4,839)

Interest income ...............................................................       (2,005)                (428)
Interest expense ..............................................................          342                   16 
                                                                                    ---------             --------
Net loss ......................................................................     $ (6,925)            $ (4,427)
                                                                                    =========             ========

Basic and diluted net loss per share ...........................................     $ (0.18)             $ (0.21)

Weighted average shares used in basic and diluted net
loss per share calculation ....................................................       39,301               21,166 
                                                                                    ========              ========

The accompanying notes are an integral part of these consolidated financial statements

</TABLE>
<PAGE>

<TABLE>
                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)


                                                                                              Three Months Ended March 31,
                                                                                        ---------------------------------------
                                                                                              1999                     1998
                                                                                           ----------              ----------
<S>                                                                                         <C>                     <C>   
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss ...................................................................             $ (6,925)               $ (4,427)
   Adjustments to reconcile net loss to cash used in operating activities:
     Depreciation and amortization .............................................               1,015                     205
      Facility relocation and other ...........................................                1,363                       -
     Amortization of deferred compensation ....... ............................                   96                     204
     Provision for bad debt and advertisers discounts .........................                  368                      86
     Changes in operating assets and liabilities:
       Accounts receivable ....................................................                7,889                  (5,133)
       Prepaid expenses and other current assets ..............................               (1,168)                   (125)
       Accounts payable .......................................................              (11,524)                  1,667
       Accrued expenses .......................................................               (1,078)                  2,215
       Deferred revenues ......................................................                1,941                   1,156 
                                                                                            ---------               --------
          Net cash used in operating activities                                               (8,023)                 (4,152)
                                                                                            ---------               --------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases, sales and maturities of short-term investments, net ...............              (29,652)                  3,536
   Purchases of property and equipment ........................................               (2,862)                 (2,731)
                                                                                            ---------               --------
          Net cash (used in) provided by investing activities .................              (32,514)                    805 
                                                                                            ---------               --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of Convertible Subordinated Notes,
       net of deferred offering costs of $5,253 ...............................              244,747                       -
   Proceeds from issuance of common stock .....................................                    -                  62,506
   Proceeds from exercise of stock options .....................................                 936                      11
   Other ......................................................................                 (159)                    228
                                                                                            ---------               --------
          Net cash provided by financing activities ...........................              245,524                  62,745 

Effect of cumulative translation adjustment ...................................                 (307)                    (22)

Net increase in cash and cash equivalents .....................................              204,680                  59,376
Cash and cash equivalents at beginning of period ..............................              127,171                   2,672 
                                                                                          -----------              ---------
Cash and cash equivalents at end of period ....................................            $ 331,851                $ 62,048
                                                                                          ===========              ========= 
                                                                             


The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
                                DOUBLECLICK INC.
 
            UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (in thousands)

                                                                                  Three Months Ended March 31,
                                                                                -------------------------------
                                                                                     
                                                                                     1999                1998

<S>                                                                               <C>                  <C>     

BALANCE AT BEGINNING OF PERIOD ................................................   $ 148,339           $  9,400
 
Net loss ......................................................................      (6,925)            (4,427)
Other comprehensive income (loss) .............................................        (307)               (22)
                                                                                   ---------          ---------
Comprehensive income (loss) ...................................................      (7,232)            (4,449)

Amortization of deferred compensation .........................................          96                204
Proceeds from exercise of stock options........................................         936                 11
Proceeds from issuance of common stock ........................................           -             62,506
Other .........................................................................        (148)                (5)
                                                                                  ----------          ---------
BALANCE AT END OF PERIOD ......................................................   $ 141,991           $ 67,667
                                                                                  ==========          =========
                                                                        


            The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
<PAGE>





                                DOUBLECLICK INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   DESCRIPTION OF BUSINESS

     DoubleClick  Inc.,  together with its  subsidiaries,  ("DoubleClick")  is a
leading provider of comprehensive Internet advertising solutions for advertisers
and Web publishers.  DoubleClick's DART technology and media expertise enable it
to dynamically deliver highly targeted,  measurable and cost-effective  Internet
advertising  for  advertisers,  increase ad sales and improve ad space inventory
management  for  Web  publishers.   DoubleClick  was  organized  as  a  Delaware
corporation on January 23, 1996 and commenced operations on that date.

     Inherent in  DoubleClick's  business are various  risks and  uncertainties,
including its limited  operating  history,  recent  development  of the Internet
advertising market and unproven acceptance and effectiveness of Web advertising,
unproven business model,  risks associated with  technological  change,  and the
limited history of commerce on the Internet. DoubleClick's success may depend in
part upon the emergence of the Internet as a communications medium,  prospective
product development  efforts,  and the acceptance of DoubleClick's  solutions by
the marketplace.

   BASIS OF PRESENTATION

     The consolidated  financial statements included herein include the accounts
of  DoubleClick  Inc.,  and  its  wholly  owned  subsidiaries.  All  significant
intercompany transactions and balances have been eliminated. Investments in less
than 20%  owned  business  partners,  for  which  DoubleClick  does not have the
ability  to  exercise   significant   influence  and  there  is  not  a  readily
determinable   market  value,  are  accounted  for  using  the  cost  method  of
accounting.  Dividends and other  distributions  of earnings from investees,  if
any, are included in income when declared.

     The  consolidated  balance  sheet as of March 31,  1999,  the  consolidated
statement of operations  for the three months ended March 31, 1999 and 1998, and
the  consolidated  statement  of cash flows for the three months ended March 31,
1999 and 1998 have been  prepared by  DoubleClick  and are not  audited.  In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations  and cash flows at March 31, 1999 and for all periods  presented have
been made. The consolidated  balance sheet at December 31, 1998 has been derived
from the audited financial statements at that date.

     Certain   reclassifications  have  been  made  to  prior  period  financial
statements to conform to the current period presentation.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  the  Securities  and  Exchange
Commission's rules and regulations.

<PAGE>


                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The  unaudited   consolidated   financial  statements  should  be  read  in
conjunction with the audited  consolidated  financial  statements of DoubleClick
and the notes thereto included in  DoubleClick's  Annual Report on Form 10-K for
the year ended  December  31,  1998,  filed  with the  Securities  and  Exchange
Commission  on March 4,  1999,  as  amended on April 27,  1999.  The  results of
operations  for the  three  months  ended  March  31,  1999 are not  necessarily
indicative  of the  results to be  expected  for any  subsequent  quarter or the
entire year ending December 31, 1999.

     In December 1996,  DoubleClick  entered into a Procurement  and Trafficking
Agreement with Digital Equipment Corp. (subsequently acquired by Compaq Computer
Corp.  ("Compaq"))  to be the  exclusive  third-party  provider  of  advertising
services on specified pages within the AltaVista Web site.  Effective January 1,
1999,  DoubleClick  changed its  relationship  with  Compaq by entering  into an
Advertising Services Agreement (the "AltaVista  Advertising Services Agreement")
that superceded the Procurement and Trafficking  Agreement.  Under the AltaVista
Advertising  Services  Agreement,  the manner in which  DoubleClick  reports its
financial  results related to the services it provides to the AltaVista Web site
has changed.  Through December 31, 1998,  DoubleClick recognized as revenues the
gross  revenues  related to ads  delivered by  DoubleClick  to the AltaVista Web
site. Beginning January 1, 1999, pursuant to the AltaVista  Advertising Services
Agreement,  DoubleClick  recognizes  DART service fees,  sales  commissions  and
billing and  collection  fees as revenues  derived from the sale and delivery of
ads on the AltaVista Website and associated services.

   MANAGEMENT'S USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results may differ from those estimates.

   CASH AND CASH EQUIVALENTS

     DoubleClick   considers  all  short-term   investments   with  a  remaining
contractual  maturity  at date of  purchase  of three  months or less to be cash
equivalents.

   SHORT-TERM INVESTMENTS

     DoubleClick  classifies its short-term  investments as  available-for-sale.
Accordingly,  these investments are carried at fair value. At March 31, 1999 and
December 31, 1998, the fair value of such securities  approximated  cost and the
unrealized holding gains or losses were not material.

 
<PAGE>


                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   REVENUE RECOGNITION

     Revenues are derived  primarily  from the sale and delivery of  advertising
impressions  through  third-party Web sites comprising  DoubleClick Network (the
"Network") and fees earned from  independent  publishers and advertisers who use
the DART  technology to deliver ad  impressions.  Revenues are recognized in the
period the  advertising  impressions  are delivered  provided  collection of the
resulting receivable is probable.

     DoubleClick  becomes  obligated to make payments to third-party  Web sites,
which have contracted with DoubleClick to be part of the Network,  in the period
the advertising impressions are delivered.  Such expenses are classified as cost
of revenues in the consolidated statement of operations.

     Deferred  license and service fees represent  payments  received in advance
from third parties or affiliated companies for use of DoubleClick's  trademarks,
access to DoubleClick's  proprietary  technology,  and certain  personnel during
fixed  periods of time which  range  from two to four  years.  Such fees will be
recognized  as revenues  ratably  over the terms of the  applicable  agreements.
DoubleClick is obligated to provide any enhancements or upgrades it develops and
other support over the term of the applicable agreements.

   PRODUCT DEVELOPMENT COSTS

     Product development costs and enhancements to existing products are charged
to  operations  as  incurred.  Software  development  costs are  required  to be
capitalized when a product's  technological  feasibility has been established by
completion  of a working  model of the  product  and  ending  when a product  is
available  for general  release to customers.  To date,  completion of a working
model  of  DoubleClick's   products  and  general  release  have   substantially
coincided. As a result, DoubleClick has not capitalized any software development
costs since such costs have not been significant.

   FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

     DoubleClick's  financial  instruments consist of cash and cash equivalents,
short-term  investments,  accounts  receivable,  accounts  payable,  and accrued
expenses.  At March 31,  1999 and  December  31,  1998,  the fair value of these
instruments approximated their financial statement carrying amount.

     Credit is extended to customers  based on an evaluation of their  financial
condition,  and collateral is not required.  DoubleClick performs ongoing credit
evaluations of its customers and maintains an allowance for doubtful accounts.

     DoubleClick is subject to  concentrations  of credit risk and interest rate
risk related to its short-term investments. DoubleClick's credit risk is managed
by investing in money market funds,  short term commercial  paper,  and A1 rated
corporate bonds with an average days to maturity of 64 days at March 31, 1999.

     Net revenues derived from advertising impressions delivered to users of the
AltaVista Web site represented  21.1% and 50.9% of DoubleClick's  total revenues
for the three months ended March 31, 1999 and 1998,  respectively.  No other Web
site on the  Network  was  responsible  for 10% or more of  DoubleClick's  total
revenues  during  the  periods  presented  in  the  consolidated   statement  of
operations.  Likewise,  for the year ended  December  31, 1998 and for the three
months ended March 31, 1999, no advertising  customer was responsible for 10% or
more of DoubleClick's total revenue or total accounts receivable.


<PAGE>



                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   INCOME TAXES

     DoubleClick  uses the asset and liability  method of accounting  for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
the future tax  consequences  attributable to differences  between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax  bases  and to  operating  loss  and tax  credit  carryforwards.
Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities  of a change in tax rates is  recognized  in results of
operations in the period that includes the enactment date.

   BASIC AND DILUTED NET LOSS PER SHARE

     The  presentation  of  basic  and  diluted  net  loss  per  share  has been
calculated to give effect to the conversion of the  Convertible  Preferred Stock
from the date of  conversion,  which occurred  simultaneous  with the closing of
DoubleClick's  initial public offering on February 25, 1998.  Basic net loss per
share is computed by dividing  the net loss by the sum of the  weighted  average
number of shares of common  stock  outstanding,  including  the number of common
shares issued upon the conversion of Convertible Preferred Stock, as of the date
of conversion.

     Diluted  earnings per share is based on the  potential  dilution that would
occur on exercise or  conversion of  securities  into common stock.  Outstanding
options to purchase shares of common stock that could  potentially  dilute basic
earnings per share in the future were not included in the computation of diluted
net loss per share  because to do so would have had an  antidilutive  effect for
the period presented.  As a result,  the basic and diluted per share amounts are
equal for the three months periods ended March 31, 1999 and 1998.

   NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging  Activities.  SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999.  DoubleClick does not expect that the adoption of
SFAS  No.  133  will  have  a  material  impact  on its  consolidated  financial
statements   because   DoubleClick   does  not  currently  hold  any  derivative
instruments.

NOTE 2--PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost.  Depreciation  is provided using
the straight-line method over the estimated useful life of the assets. Leasehold
improvements are amortized over their estimated useful lives, or the term of the
leases, whichever is shorter.


<PAGE>


                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
<TABLE>

                                                                         ESTIMATED             MARCH  31,          DECEMBER 31,
(000's)                                                                 USEFUL LIFE               1999                 1998
-------                                                                 -----------               ----                 ----
<S>                                                                        <C>                  <C>                 <C>   
Computer Equipment and Software........................................    1-3 years            $14,787             $12,453
Furniture and Fixtures.................................................      5 years              1,294               1,247
Leasehold Improvements.................................................    1-5 years              2,432               2,013
Capital Work-In-Progress                                                                            808                 696
                                                                                                -------             -------

                                                                                                 19,321              16,409
Less accumulated depreciation and amortization.........................                          (5,025)             (2,668)
                                                                                                -------            --------
                                                                                                $14,296             $13,741
                                                                                                =======            ========
</TABLE>


     As a result of DoubleClick's  planned  relocation,  DoubleClick  incurred a
non-recurring  charge for the  write-down of fixed assets  (primarily  leasehold
improvements  and  furniture  and  fixtures)  that  will  not  be  relocated  to
DoubleClick's new headquarters building (see Note 3). This charge is included as
Facility relocation and other in the Consolidated Statements Of Operations. 

NOTE 3 - LEASE AGREEMENT

     DoubleClick  entered into a lease agreement dated January 26, 1999 for over
150,000  square feet of office space located at 450 West 33rd Street,  New York,
New York,  for a term of eleven  years with an option to renew the initial  term
for an  additional  five  years.  This  facility  will be  used  to  consolidate
DoubleClick's  present executive offices and principal operations located in New
York. In 1999, DoubleClick will make lease payments of approximately $800,000 on
this space. In addition,  DoubleClick  will pay monthly  payments  totaling $4.6
million  per annum for the period  from  January  26,  2000 to January  25, 2004
escalating  to $4.85 million for the period from January 26, 2004 to January 25,
2005 and $5.0  million  per annum for the period  from  January  26, 2006 to the
expiration date of the initial term on January 25, 2010.

NOTE 4--CONVERTIBLE SUBORDINATED NOTES

     On March 17, 1999, DoubleClick issued 4 3/4% Convertible Subordinated Notes
due 2006 with a principal amount of $250 million (the "Convertible  Notes"). The
Convertible  Notes  are  convertible  into  DoubleClick's   common  stock  at  a
conversion  price of $165.00 per share,  subject to adjustment in certain events
and at the  holders'  option.  Interest  on the  Convertible  Notes  is  payable
semiannually in arrears on March 15 and September 15 of each year, commencing on
September 15, 1999. The Convertible  Notes are unsecured and are subordinated to
all existing and future Senior  Indebtedness  (as defined in  Convertible  Notes
indenture)  of  DoubleClick.  If  certain  events  occur  (as  described  in the
Convertible  Notes  indenture),  the  Convertible  Notes may be  redeemed at the
option of DoubleClick,  in whole or in part,  beginning on March 20, 2001 at the
redemption prices set forth in the Convertible  Notes indenture.  DoubleClick is
obligated  to file by May 21,  1999,  a shelf  registration  statement  covering
resales of the  Convertible  Notes and the common stock issuable upon conversion
of the Convertible Notes.

     Upon occurrence of a Designated Event (as defined in the Convertible  Notes
indenture)  prior to the maturity of the Convertible  Notes,  each holder of the
Convertible Notes has the right to require DoubleClick to redeem all or any part
of the  holder's  Convertible  Notes at a price  equal to 100% of the  principal
amount, plus any accrued interest, of the Convertible Notes being redeemed.


<PAGE>


                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

     DoubleClick  has or may use the  net  proceeds  from  the  offering  of the
Convertible Notes for general corporate  purposes,  including working capital to
fund  anticipated  operating  losses,  the  expansion of  DoubleClick's  product
offerings,  investments  in new  business  products,  technologies  and markets,
capital expenditures,  acquisitions or investments in complementary  businesses,
products and technologies.

NOTE 5--STOCK SPLIT

     On March 11, 1999,  DoubleClick's Board of Directors approved a two-for-one
Common Stock split in the form of a stock  dividend for common  stockholders  of
record as of March 22,  1999  payable on April 2, 1999.  All  references  to the
number of common shares and per share amounts in the  financial  statements  and
notes  thereto for all periods  presented  have been  retroactively  adjusted to
reflect the two-for-one split.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
DOUBLECLICK  CONTAINS  FORWARD-LOOKING  STATEMENTS RELATING TO FUTURE EVENTS AND
THE FUTURE  PERFORMANCE OF DOUBLECLICK  WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED,  AND SECTION 21E OF THE SECURITIES  EXCHANGE
ACT OF 1934, AS AMENDED. STOCKHOLDERS ARE CAUTIONED THAT SUCH STATEMENTS INVOLVE
RISKS AND  UNCERTAINTIES.  DOUBLECLICK'S  ACTUAL  RESULTS  AND TIMING OF CERTAIN
EVENTS COULD DIFFER MATERIALLY FROM THOSE  ANTICIPATED IN THESE  FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS,  INCLUDING, BUT NOT LIMITED TO, THOSE
SET FORTH UNDER "RISK FACTORS THAT MAY AFFECT  FUTURE  RESULTS" AND ELSEWHERE IN
THIS REPORT AND IN  DOUBLECLICK'S  OTHER  PUBLIC  FILINGS MADE FROM TIME TO TIME
WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

     References in this report to  "DoubleClick",  "we", "our" and "us" refer to
DoubleClick  Inc., and it's  subsidiaries.  DoubleClick is a leading provider of
comprehensive  Internet advertising solutions for advertisers and Web publishers
worldwide.   DoubleClick   currently  has  two  principal   service   offerings.
DoubleClick Network (ad sales) provides  fully-outsourced ad sales, delivery and
related  services to publishers of  highly-trafficked  Web sites,  including The
Dilbert  Zone,  Macromedia,  Travelocity,  Kelly Blue Book and U.S. News Online.
DoubleClick  Network  focuses on meeting the needs of Internet  advertisers  who
target users on a national, international and/or local basis. DoubleClick's DART
Service (ad  serving),  consisting of DART for Web  publishers  and the recently
introduced Closed Loop Marketing Solutions suite of products for advertisers and
ad  agencies,  provides Web  publishers,  advertisers  and ad agencies  with the
ability to control the targeting,  delivery,  measurement  and analysis of their
online marketing  campaigns on a real-time basis.  DoubleClick  Network and DART
Service lines of business are available to Web  publishers  and  advertisers  in
international  markets.   DoubleClick's   proprietary  DART  technology,   which
dynamically matches and delivers ads to the target audience within milliseconds,
is the platform for all of DoubleClick's solutions.

     DoubleClick  completed  its initial  public  offering in February  1998 and
received  net  proceeds  of  approximately  $62.5  million.  In  December  1998,
DoubleClick  received  net  proceeds  of  approximately  $93.7  million  from an
additional public offering. In March 1999,  DoubleClick received net proceeds of
approximately  $244.7 million from its issuance of $250 million principal amount
4 3/4%  Convertible  Subordinated  Notes due in 2006.  The net proceeds of these
transactions were added to DoubleClick's working capital and, pending their use,
DoubleClick has invested such funds in short-term,  interest-bearing  investment
grade obligations.

     DoubleClick  offers  advertising  on  DoubleClick  Network  to third  party
advertisers  with pricing  generally  determined on a CPM (cost per thousand ads
delivered)  or cost per day basis.  Discounts  are offered based on a variety of
factors,   including  the  duration  and  gross  dollar  amount  of  advertising
campaigns.  Advertisements  sold by  DoubleClick  are typically sold pursuant to
purchase order agreements, which are subject to cancellation.

     DoubleClick's  revenues  from  DoubleClick  Network are  received  from the
advertiser that orders the ad, and DoubleClick  typically pays the Web publisher
(on whose Web site such  advertisement is delivered) a service fee. This service
fee is calculated as a percentage of such advertising revenues,  which amount is
included  in cost of  revenues.  DoubleClick  is  responsible  for  billing  and
collecting for ads delivered on DoubleClick  Network,  and typically assumes the
risk of non-payment from  advertisers.  In addition,  DoubleClick  earns service
fees for  providing  the DART  Service to Web  publishers  and the  Closed  Loop
Marketing Solutions suite of products to Internet advertisers and ad agencies.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Advertising  revenues and DART service fees are generally recognized in the
period  that  the  advertisement  is  delivered,  provided  that no  significant
obligations  remain and  collection  of the  resulting  receivable  is probable.
DoubleClick also sells sponsorship advertising,  which involves a greater degree
of  integration  among  DoubleClick,   the  advertiser  and  the  Web  sites  on
DoubleClick Network. These sponsorships are typically priced based on the length
of time that the sponsorship runs, rather than a CPM basis. Revenues relating to
sponsorship advertising are recognized ratably over the sponsorship period.

     DoubleClick  expects that revenues  generated from the DoubleClick  Network
will continue to account for a substantial portion of DoubleClick's revenues for
the foreseeable future. Moreover, ads delivered on Web sites of the top four Web
publishers  in  DoubleClick   Network  accounted  for  approximately   19.0%  of
DoubleClick's  revenues for the three  months ended March 31, 1999.  DoubleClick
typically enters into short-term  contracts with Web publishers for inclusion of
their Web sites in  DoubleClick  Network.  The  failure to  successfully  market
DoubleClick  Network, the loss of one or more of the Web sites which account for
a significant portion of the Company's revenues from the DoubleClick Network, or
any reduction in traffic on such Web sites could have a material  adverse effect
on  DoubleClick's  business,  results of  operations  and  financial  condition.
Effective  January 1, 1999,  AltaVista,  historically  the  largest  DoubleClick
Network Publisher, became DoubleClick's largest DART customer. See "TRANSACTIONS
AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS" below.

     To take  advantage of the global  reach of the  Internet,  DoubleClick  has
established  DoubleClick  Networks  in  Europe,  Asia  and  other  international
markets.  DoubleClick  currently has  operations in Australia,  Canada,  France,
Germany, United Kingdom, and Benelux (Belgium,  Netherlands, and Luxembourg) and
through its business partners,  in Japan,  Iberoamerica,  Italy and Scandinavia.
DoubleClick  expects  to  continue  to  invest  in  building  its  international
operations.

     DoubleClick has incurred significant losses since its inception,  and as of
March 31, 1999,  had an  accumulated  deficit of $61.6  million,  of which $36.6
million related to cumulative losses and $25.0 million related to the redemption
of shares of Common  Stock from  certain  stockholders  in  connection  with the
recapitalization of DoubleClick that occurred simultaneously with the completion
of a private  placement of the  Company's  securities in June 1997. In addition,
DoubleClick  recorded deferred  compensation of $1.5 million,  which represented
the  difference  between  the  exercise  price  and the  fair  market  value  of
DoubleClick's  common stock  issuable upon the exercise of certain stock options
granted to employees.  The deferred  compensation  is being  amortized  over the
vesting  periods of the  related  options.  Of the total  deferred  compensation
amount, approximately $1.2 million has been amortized as of March 31, 1999.

     DoubleClick believes that quarter-to-quarter  comparisons of its results of
operations  should not be relied upon as an  indication  of future  performance.
DoubleClick plans to significantly  increase its operating  expenses to increase
its sales and marketing operations,  to continue its international expansion, to
upgrade and enhance its DART technology and to market and support its solutions.
DoubleClick  may be unable to modify  its  planned  spending  quickly  enough to
offset any  unexpected  revenue  shortfall.  If  DoubleClick  has a shortfall in
revenues in relation  to its  expenses,  or if  DoubleClick's  expenses  precede
increased  revenues,  then  DoubleClick's  results of  operations  and financial
condition  may be  materially  and  adversely  affected.  As a  result  of these
factors,  there can be no assurance that DoubleClick will not incur  significant
losses on a quarterly and annual basis for the foreseeable future.

   TRANSACTIONS AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS

     In December 1996,  DoubleClick  entered into a Procurement  and Trafficking
Agreement with Digital Equipment  Corporation  (acquired by Compaq in June 1998)
pursuant to which DoubleClick had the  exclusive  right to sell and deliver all
advertising on specified pages within the AltaVista Web site. In accordance with
this  agreement,  DoubleClick  paid  AltaVista  a service  fee  calculated  as a
percentage  of the revenues  derived from the delivery of  advertisements  on or
through the AltaVista Web site.
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  

     Effective January 1, 1999, DoubleClick changed its relationship with Compaq
by entering into an Advertising  Services Agreement (the "AltaVista  Advertising
Services Agreement") that superceded the Procurement and Trafficking  Agreement.
Pursuant to the AltaVista  Advertising Services Agreement,  Compaq has agreed to
use  DoubleClick's   DART  technology  for  ad  delivery  and  to  outsource  to
DoubleClick certain ad sales functions for domestic, international, and local ad
sales. In consideration for such services performed by DoubleClick,  Compaq pays
to  DoubleClick  (i) a DART  Services  fee  for  all  advertising  delivered  by
DoubleClick on the AltaVista Web site, (ii) a sales  commission based on the net
revenues  generated  from all  advertisements  sold by  DoubleClick on behalf of
Compaq and (iii) a billing and  collections  fee for all billing and collections
services  performed  by  DoubleClick  on behalf of Compaq.  Under the  AltaVista
Advertising  Services  Agreement,  the manner in which  DoubleClick  reports its
financial  results related to the services it provides to the AltaVista Web site
has changed.  Through December 31, 1998,  DoubleClick recognized as revenues the
gross  revenues  related to ads  delivered by  DoubleClick  to the AltaVista Web
site. Beginning January 1, 1999, pursuant to the AltaVista  Advertising Services
Agreement,  DoubleClick  recognizes  DART service fees,  sales  commissions  and
billing and  collection  fees as revenues  derived from the sale and delivery of
ads on the  AltaVista  Web site and  associated  services.  As a result  of this
change in  relationship  with  AltaVista,  overall gross margin  percentage  has
increased (no  significant  change in gross profit dollars) as DoubleClick is no
longer  required to pay service fees to AltaVista  for ads sold and delivered on
the  AltaVista  Web site and  revenues  include  the fees  earned  for  services
rendered.  The AltaVista  Advertising Services Agreement will expire on December
31, 2001,  subject to prior  termination  in certain  limited  circumstances  or
further  extension in  accordance  with the terms of the  AltaVista  Advertising
Services Agreement.

RESULTS OF OPERATIONS

   Revenues
<TABLE>

                                                        Three Months Ended March 31,
                                                       ------------------------------
                                                                                      Dollar   Percentage
                                                            1999           1998       Change     Change
                                                            ----           ----       ------   ----------
          <S>                                            <C>            <C>           <C>         <C>   
          System revenues (a)                            $ 31,140       $ 13,004      18,136      139%
                                                        

          Revenues                                       $ 22,087       $ 13,004       9,083       70%
          Cost of revenues                                 10,098          8,845       1,253       14%
                                                           ------        -------       
                                                                         
          Gross Profit                                   $ 11,989       $  4,159       7,830      188%
                                                           ======        =======                  
</TABLE>

       (a) System revenues  include  revenues earned by DoubleClick with respect
           to  network  sales  relating  to  publishers  which  are  part of the
           DoubleClick  Network,  fees earned from  independent  publishers  and
           advertisers  which use the DART technology to deliver ad impressions,
           and amounts  invoiced on behalf of Compaq Computer Corp.  pursuant to
           the  Procurement  and  Trafficking  Agreement (in place from December
           1996 to December 1998).  System revenues for three months ended March
           31, 1999 exclude DART service fees, sales commissions and billing and
           collection  fees  owed  by  Compaq  Computer  Corp.  pursuant  to the
           AltaVista Advertising Services Agreement (effective January 1, 1999).

     Revenues  increased  to $22.1  million for the three months ended March 31,
1999,  compared to $13.0 million for the three months ended March 31, 1998.  The
increase  in  revenues  was  primarily  due  to an  increase  in the  number  of
advertisers and ads delivered on the DoubleClick  Network as well as an increase
in total DART fees earned from  publishers  and  advertisers,  offset in part by
lower  average  price  per  advertisement.  Revenues  derived  from  advertising
impressions  delivered to users of the AltaVista Web site represented  21.1% and
50.9% of  DoubleClick's  revenues and 43.4% and 50.9% of  DoubleClick's  systems
revenues for the three months  ended March 31, 1999 and 1998,  respectively.  No
other Web site  accounted  for more than 10% revenues  during the three  month's
ended  March  31,  1999 and 1998,  and no one  advertiser  accounted  for 10% of
revenues during the same periods.  Revenues derived from advertising impressions
delivered to users of the  AltaVista Web site has and will continue to represent
a significant portion of DoubleClick's revenues.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Cost of Revenues

     Cost of revenues consists  primarily of service fees paid to Web publishers
for ads delivered to the Web sites on the DoubleClick Network.  Cost of revenues
also includes other costs of delivering  advertisements,  including depreciation
of the ad delivery system,  facilities and  personnel-related  costs incurred to
operate our ad delivery  system and  Internet  access  costs.  Gross margin as a
percent of  revenues  increased  to 54.3% for the three  months  ended March 31,
1999,  compared to 32.0% for the three months ended March 31, 1998. The increase
in gross margin percent was primarily the result of an increase in revenues from
its higher margin DART services as a percentage of total revenues, including the
impact of the AltaVista Advertising Service Agreement.

    Operating Expenses
<TABLE>


                                                                     Three Months Ended March 31,
                                          -------------------------------------------------------------------------------------
                                                                           Percentage of                Percentage of
                                                   Total                    Revenues(a)               System Revenues(a)
                                          --------------------------  ---------------------------- ----------------------------
                                             1999         1998           1999          1998           1999          1998
                                             ----         ----           ----          ----           ----          ----
          <S>                               <C>          <C>             <C>           <C>            <C>           <C>

          Sales and Marketing             $ 11,057    $  5,624           50.1%         43.2%          35.5%         43.2%
                                                      
          General and Administrative         4,265       2,349           19.3%         18.1%          13.7%         18.1%

          Product Development                3,611       1,025           16.3%          7.9%          11.6%          7.9%
                                               
</TABLE>



         (a) All  references to revenues take into  consideration  the change in
             relationship with Compaq, as discussed above.

     Sales and  Marketing.  Sales and marketing  expenses  consist  primarily of
salaries,  commissions,  advertising, trade show expenses, seminars and costs of
marketing materials. Sales and marketing expenses increased to $11.1 million for
the three months  ended March 31,  1999,  compared to $5.6 million for the three
months ended March 31, 1998.  The increase  was  primarily  attributable  to the
increase  in  sales  personnel,  commissions  associated  with the  increase  in
revenues,  costs associated with expanding international  operations,  and costs
related  to  the  continued  development  and  implementation  of  DoubleClick's
marketing  and  branding  campaigns.  Moreover,  DoubleClick  expects  sales and
marketing  expenses to increase on an absolute  dollar  basis but  decrease as a
percentage of revenues as DoubleClick hires additional  personnel,  expands into
new markets and continues to promote DoubleClick brand.

     General and  Administrative.  General and  administrative  expenses consist
primarily of compensation and professional service fees and related supplies and
materials. General and administrative expenses increased to $4.3 million for the
three months ended March 31, 1999, compared to $2.3 million for the three months
ended March 31, 1998. The increase was primarily the result of expenses  related
to increased  personnel  and  professional  service  fees.  DoubleClick  expects
general and administrative  expenses to increase on an absolute dollar basis but
decrease as a percentage of revenues as DoubleClick  hires additional  personnel
and incurs additional costs related to the growth of its business.

     Product  Development.  Product  development  expenses consist  primarily of
compensation and consulting expenses and enhancements to the DART technology. To
date,  all product  development  costs have been  expensed as incurred.  Product
development  expenses increased to $3.6 million for the three months ended March
31,  1999,  compared to $1.0  million for the three months ended March 31, 1998.
The increase was due primarily to increases

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in product development  personnel and consulting expenses.  DoubleClick believes
that  continued  investment in product  development is critical to attaining its
strategic  objectives and, as a result,  expects product development expenses to
increase  on an  absolute  dollar  basis but  remain  relatively  constant  as a
percentage of revenues.

     Facility  Relocation  and Other.  During the three  months  ended March 31,
1999,  DoubleClick recorded a charge of $1.6 million for expenses related to its
planned move to a new headquarters  facility. The move, expected to be completed
by end of third  quarter 1999,  will  consolidate  two leased  facilities in New
York, in which  DoubleClick's  executive  offices and principal  operations  are
located,  into approximately  150,000 square feet of office space located at 450
West 33rd  Street,  New York,  New York.  The charge  relates  primarily  to the
write-down of fixed assets  (leasehold  improvements and furniture and fixtures)
that will not be relocated to DoubleClick's new headquarters building.

    Interest Income (Expense)

     Net  interest  income  increased to $1.7 million for the three months ended
March 31, 1999, compared to net interest income of $412,000 for the three months
ended March 31, 1998. The increase in net interest income was attributable to an
increase in cash, cash equivalents and short-term investments as a result of the
net proceeds  received by  DoubleClick  from its additional  public  offering of
common  stock  in  December  1998  and  issuance  of  its  4  3/4%   Convertible
Subordinated  Notes in March 1999, offset in part by interest expense associated
with the 4 3/4% Convertible Subordinated Notes.

    Net Loss

     DoubleClick's net loss increased to $6.9 million for the three months ended
March 31,  1999,  compared to $4.4  million for the three months ended March 31,
1998.  The  increase in the net loss was  primarily  due to expenses  related to
DoubleClick's  planned  move to a new  headquarters  facility in addition to the
hiring of additional personnel  (particularly in sales and marketing and product
development), offset in part by an increase in interest income.

FINANCIAL CONDITION AND LIQUIDITY

    Financial Condition

     As of March 31,  1999,  DoubleClick  had  $331.9  million  of cash and cash
equivalents and $39.3 million in short-term  investments.  As of March 31, 1999,
DoubleClick's   principal   commitments  consist  of  $250  million  of  4  3/4%
Convertible  Subordinated  Notes  due  2006  and  operating  and  capital  lease
obligations.

     Management  anticipates  that it will experience a substantial  increase in
its capital  expenditures and lease commitments  consistent with its anticipated
growth in operations,  infrastructure and personnel, and the scheduled build-out
of its newly  leased New York  headquarters  facilities.  DoubleClick  currently
anticipates  that it will  continue  to  experience  significant  growth  in its
operating  expenses for the foreseeable  future and that its operating  expenses
will be a material use of  DoubleClick's  cash resources.  DoubleClick  believes
that its existing cash and cash  equivalents and short-term  investments will be
sufficient to meet its  anticipated  cash needs for working  capital and capital
expenditures for at least the next twelve months.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Convertible Subordinated Notes

     On March 17, 1999, DoubleClick issued 4 3/4% Convertible Subordinated Notes
due 2006 with a principal amount of $250 million (the "Convertible  Notes"). The
Convertible  Notes  are  convertible  into  DoubleClick's   common  stock  at  a
conversion  price of $165.00 per share,  subject to adjustment in certain events
and at the  holders'  option.  Interest  on the  Convertible  Notes  is  payable
semiannually in arrears on March 15 and September 15 of each year, commencing on
September 15, 1999. The Convertible  Notes are unsecured and are subordinated to
all existing and future Senior Indebtedness (as defined in the Convertible Notes
indenture)  of  DoubleClick.  If  certain  events  occur  (as  described  in the
Convertible  Notes  indenture),  the  Convertible  Notes may be  redeemed at the
option of DoubleClick,  in whole or in part,  beginning on March 20, 2001 at the
redemption prices set forth in the Convertible Notes indenture.

     DoubleClick  is obligated  to file by May 21,  1999,  a shelf  registration
statement  covering  resales  of the  Convertible  Notes  and the  common  stock
issuable upon conversion of the Convertible Notes.

     Upon occurrence of a Designated Event (as defined in the Convertible  Notes
indenture)  prior to the maturity of the Convertible  Notes,  each holder of the
Convertible Notes has the right to require DoubleClick to redeem all or any part
of the  holder's  Convertible  Notes at a price  equal to 100% of the  principal
amount, plus any accrued interest, of the Convertible Notes being redeemed.

     DoubleClick  has or may use the  net  proceeds  from  the  offering  of the
Convertible Notes for general corporate  purposes,  including working capital to
fund anticipated operating losses, the expansion of DoubleClick's core business,
investments  in  new  business  segments  and  markets,   capital  expenditures,
acquisitions   or  investments  in   complementary   businesses,   products  and
technologies.

    Cash Flows

     Net cash used in  operating  activities  equaled $8.0 million for the three
months ended March 31, 1999, compared to $4.2 million for the three months ended
March 31,  1998.  Cash used in operating  activities  for the three months ended
March 31, 1999  resulted  from net  losses,  decreases  in accounts  payable and
accrued  liabilities  and an  increase  in prepaid  expenses  and other  current
assets;  which were partially offset by a decrease in accounts receivable and an
increase in deferred revenues.

     Net cash used in investing  activities  equaled $32.5 million for the three
months  ended  March  31,  1999,  compared  to net cash  provided  by  investing
activities  of $800,000 for the three months ended March 31, 1998.  Cash used in
investing  activities  for the three months ended March 31, 1999  resulted  from
purchases of property and  equipment,  and  purchases,  sales and  maturities of
short-term investments.

     Net cash provided by financing  activities  equaled  $245.5 million for the
three  months  ended March 31,  1999,  compared  to $62.7  million for the three
months ended March 31, 1998. Cash provided by financing activities for the three
months ended March 31, 1999  consisted  primarily  of net  proceeds  received by
DoubleClick in connection  with the issuance of the  Convertible  Notes in March
1999.

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Y2000

Overview

     Currently  installed  computer  systems and software  products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century  dates.  As a result,  computer  systems  and/or
software  used  by many  companies  and  governmental  agencies  may  need to be
upgraded to comply with such Year 2000  requirements  or risk system  failure or
miscalculations causing disruptions of normal business activities.

     STATE  OF  READINESS.  DoubleClick  has  generally  completed  its  initial
assessment  of the Year 2000  readiness  of its  information  technology  ("IT")
systems,  including the hardware and software that enable DoubleClick to provide
and deliver its solutions, and its non-IT systems. DoubleClick's assessment plan
consists  of  (i)  quality  assurance   testing  of  its  internally   developed
proprietary software incorporated in its solutions ("Solutions Software");  (ii)
contacting third-party vendors and licensors of material hardware,  software and
services  that are both  directly  and  indirectly  related to the  delivery  of
DoubleClick's  solutions to its Web publisher and  advertiser  customers;  (iii)
contacting  vendors of material  non-IT  systems;  (iv)  assessment of repair or
replacement requirements;  (v) repair or replacement;  (vi) implementation;  and
(vii) creation of contingency plans in the event of Year 2000 failures.

     DoubleClick  is conducting  quality  assurance  testing to ensure Year 2000
compliance of all new internally  developed  proprietary code  incorporated into
its Solutions  Software.  DoubleClick plans to perform a Year 2000 simulation on
its Solutions  Software during the second quarter of 1999.  Based on the results
of its Year 2000 simulation test,  DoubleClick intends to revise the code of its
Solutions  Software  as  necessary  to improve the Year 2000  compliance  of its
Solutions Software.

     DoubleClick  has been informed by many of its vendors of material  hardware
and software  components of its IT systems that the products used by DoubleClick
are currently  Year 2000  compliant.  DoubleClick  is continuing  the process of
requiring vendors of the other material hardware and software  components in its
IT systems  to provide  assurances  of their Year 2000  compliance.  DoubleClick
plans to complete this process  during the first half of 1999.  DoubleClick  has
completed  an  assessment  of the  materiality  of  its  non-IT  systems  and is
continuing  the  process  of seeking  assurances  of Year 2000  compliance  from
providers of its material non-IT  systems.  In addition,  DoubleClick,  like all
businesses,  is  dependent  on  the  continued  functioning,   domestically  and
internationally, of basic services such as electrical utilities, telephony, mail
delivery, and transportation in order to conduct its business. While DoubleClick
is taking  steps to  attempt  to ensure  that the third  parties  on which it is
reliant  are Year 2000  compliant,  it cannot  predict  the  likelihood  of such
compliance nor the direct or indirect costs to DoubleClick of  non-compliance by
those third parties or of securing  alternate  services from Year 2000 compliant
parties.

     Pending  completion  of  its  planned  Year  2000  simulation  test  of its
Solutions  Software  and its program of  requesting  Year 2000  assurances  from
vendors and licensors of material IT and non-IT systems, DoubleClick has not yet
completed its Year 2000  compliance  repair or replacement  analysis,  or of its
contingency plans.

     COSTS. To date,  DoubleClick has not incurred any material  expenditures in
connection with identifying or evaluating Year 2000 compliance  issues.  Most of
its expenses have related to, and are expected to include,  the operating  costs
associated with time spent by employees in the evaluation  process and Year 2000
compliance  matters  generally.  At this time,  DoubleClick does not possess the
information  necessary  to estimate  the  potential  costs of  revisions  to its
Solutions  Software  should such  revisions  be required or the  replacement  of
third-party  software,  hardware or services that are  determined not to be Year
2000 compliant. Although DoubleClick does not anticipate that such expenses will
be material,  such expenses,  if higher than anticipated,  could have a material
adverse effect on  DoubleClick's  business,  results of operations and financial
condition.


<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     RISKS. DoubleClick believes that it has established an effective program to
resolve  material  Year 2000 issues in its sole control in a timely  manner.  As
noted  above,  however,  DoubleClick  has not yet  completed  all  phases of its
program  and is  dependent  on third  parties  whose  progress is not within its
control.  The  failure by such third  parties  to be Year 2000  compliant  could
result in a systematic failure beyond the control of DoubleClick from delivering
its services to its customers, decrease the use of the Internet or prevent users
from accessing the Web sites of its Web publishers  customers,  which could have
material  adverse effect on  DoubleClick's  business,  results of operations and
financial  condition.  In addition,  there can be no assurance that  DoubleClick
will not discover Year 2000 compliance  problems in our Solutions  Software that
will require  substantial  revisions which could be costly and time-consuming to
remedy.  In the event that  DoubleClick  does not complete any of its  currently
planned  additional  remediation  prior  to the  Year  2000,  DoubleClick  could
experience  significant  difficulty  in producing and  delivering  solutions and
conducting  its  business  in the Year 2000 as it has in the past,  which  could
result in lost revenues,  increased  operating  costs, the loss of customers and
other business interruptions,  any of which could have a material adverse effect
on  DoubleClick's  business,  results of  operations  and  financial  condition.
Moreover,  the failure to adequately  address Year 2000 compliance  issues could
result in claims of mismanagement,  misrepresentation  or breach of contract and
related  litigation,  which could be costly and  time-consuming  to defend.  The
amount of potential liability and lost revenue cannot be reasonably estimated at
this time.

     CONTINGENCY PLAN. As discussed above,  DoubleClick is engaged in an ongoing
Year 2000  assessment  and has not yet  developed  any  contingency  plans.  The
results of DoubleClick's Year 2000 simulation testing and the responses received
from  third-party  vendors and service  providers  will be taken into account in
determining the nature and extent of any contingency plans.

     FORWARD-LOOKING  STATEMENTS.  The foregoing  Year 2000  discussion  and the
information  contained herein is provided as a "Year 2000 Readiness  Disclosure"
as defined in the Year 2000  Information  and Readiness  Disclosure  Act of 1998
(Public Law 105-271,  112 Stat.  2386)  enacted on October 19, 1998 and contains
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation reform Act of 1995. Such statements,  including  without  limitation,
anticipated costs and the dates by which DoubleClick expects to complete certain
actions,  are based on management's best current  estimates,  which were derived
utilizing  numerous  assumptions  about future  events,  including the continued
availability of certain resources,  representations  received from third parties
and other factors.  However, there can be no guarantee that these estimates will
be achieved,  and actual results could differ materially form those anticipated.
Specific factors that might cause such material difference include,  but are not
limited to, the ability to identify and remediate all relevant systems,  results
of Year 2000 testing,  adequate  resolution of Year 2000 issues by  governmental
agencies,  businesses  and  other  third  parties  who are  outsourcing  service
providers,  suppliers,  and vendors of DoubleClick,  unanticipated system costs,
the adequacy of and ability to implement  contingency  plans and  uncertainties.
The  "forward-looking  statements"  made in the foregoing  Year 2000  discussion
speak only as of the date on which such  statements  are made,  and  DoubleClick
undertakes  no  obligation  to update any  forward-looking  statement to reflect
events or  circumstances  after the date on which such  statement  is made or to
reflect the occurrence of unanticipated events.

CURRENCY RATE FLUCTUATIONS

     DoubleClick's results of operations, financial position, and cash flows are
affected by changes in the relative  values of non-U.S.  currencies  to the U.S.
dollar.  DoubleClick does not use derivative financial  instruments to limit its
foreign currency risk exposure. Therefore, volatility in currency exchange rates
could have a material adverse effect on those revenues and assets denominated in
non-U.S. currencies.

INTEREST RATE RISK

     DoubleClick's  investments  are classified as available for sale securities
therefore  changes  in the  market's  interest  rates  effect  the  value of the
investment as recorded by DoubleClick  and are recorded as unrealized  gains and
losses on the financial statements.


<PAGE>


THIS  REPORT   CONTAINS   FORWARD-LOOKING   STATEMENTS   BASED  ON  OUR  CURRENT
EXPECTATIONS,  ASSUMPTIONS,  ESTIMATES AND PROJECTIONS ABOUT DOUBLECLICK AND OUR
INDUSTRY.  THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE RISKS AND  UNCERTAINTIES.
DOUBLECLICK'S  ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE ANTICIPATED IN
SUCH  FORWARD-LOOKING  STATEMENTS AS A RESULT OF CERTAIN FACTORS,  AS MORE FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS REPORT.  DOUBLECLICK  UNDERTAKES
NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING  STATEMENTS FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.


LIMITED OPERATING HISTORY

     We were incorporated in January 1996 and have a limited operating  history.
An  investor  in our  common  stock  must  consider  the risks and  difficulties
frequently  encountered  by early stage  companies  in new and rapidly  evolving
markets, including the Internet advertising market. These risks include our:

     - ability to sustain historical revenue growth rates;

     - dependence on a continuing relationship with AltaVista;

     - reliance on the DoubleClick Network;

     - need to manage our expanding operations;

     - competition;

     - ability to attract, retain and motivate qualified personnel;

     - ability to maintain our current, and develop new, strategic relationships
       with Web publishers;

     - ability to anticipate and adapt to the changing Internet market; and

     - ability  to  attract  and  retain a large  number of  advertisers  from a
       variety of industries.

     We also depend on the growing use of the Internet for advertising, commerce
and communication, and on general economic conditions. We cannot assure you that
our business  strategy will be successful or that we will  successfully  address
these  risks.  Please see  "Management's  Discussion  and  Analysis of Financial
Condition and Results of  Operations"  for detailed  information  on our limited
operating history.

HISTORY OF LOSSES AND ANTICIPATION OF
CONTINUED LOSSES

     We incurred net losses of $3.2 million for the period from January 23, 1996
(inception)  through December 31, 1996, $8.4 million for the year ended December
31, 1997,  and $18.2 million for the year ended December 31, 1998. For the three
months  ended March 31, 1999 we incurred a net loss of $6.9  million  and, as of
March 31, 1999, our accumulated  deficit was $61.6 million. We have not achieved
profitability and expect to continue to incur operating losses at least into the
year 2000.  We expect to continue  to incur  significant  operating  and capital
expenditures and, as a result, we will need to generate  significant revenues to
achieve and maintain  profitability.  Although our revenues have grown in recent
quarters,  we cannot  assure you that we will  achieve  sufficient  revenues for
profitability. Even if we do achieve profitability, we cannot assure you that we
can sustain or increase profitability on a quarterly or annual basis in the

future.  If revenues grow slower than we  anticipate,  or if operating  expenses
exceed our expectations or cannot be adjusted accordingly, our business, results
of operations and financial condition will be materially and adversely affected.

OUR DEPENDENCE ON ALTAVISTA

     Approximately  21.1% and 50.9% of  revenues  and 43.4% and 50.9% of systems
revenues  for the three  months  ended  March 31,  1999 and 1998,  respectively,
resulted from advertisements  delivered on or through the AltaVista Web site. On
January 20, 1999,  DoubleClick  agreed with Compaq to enter into an  Advertising
Services   Agreement  to  replace  the  existing   Procurement  and  Trafficking
Agreement. The Advertising Services Agreement is effective as of January 1, 1999
and will expire on December 31, 2001,  subject to prior  termination  in certain
limited  circumstances or further  extension in accordance with the terms of the
Advertising  Services  Agreement.  The  loss  of  AltaVista  or any  significant
reduction in traffic on or through the AltaVista Web site would  materially  and
adversely affect our business, results of operations and financial condition.


WEB PUBLISHER CONCENTRATION

     We derive a substantial  portion of our DoubleClick  Network  revenues from
ads we  deliver  on  the  Web  sites  of a  limited  number  of Web  publishers.
Approximately  19.0% of our  revenues  for the three months ended March 31, 1999
and  approximately  63.4% of our  revenues  for the three months ended March 31,
1998 resulted from ads delivered on the Web sites of the top four Web publishers
on the DoubleClick  Network.  Our business,  results of operations and financial
condition could be materially and adversely  affected by the loss of one or more
of the Web publishers which account for a significant portion of our DoubleClick
Network revenues or any significant reduction in traffic on such Web publisher's
Web sites. In addition,  advertisers or Web publishers may leave the DoubleClick
Network because of such a loss,  which could materially and adversely affect our
business, results of operations and financial condition. Typically we enter into
short-term contracts with Web publishers for inclusion of their Web sites in the
DoubleClick  Network.  Since these  contracts  are  short-term,  we will have to
negotiate  new contracts or renewals in the future which may have terms that are
not as  favorable to us as the terms of the existing  contracts.  Our  business,
results of operations and financial  condition could be materially and adversely
affected by such new contracts or renewals.

OUR RELIANCE ON THE DOUBLECLICK NETWORK

     Since the third quarter of 1996, we have derived  substantially  all of our
revenues from advertisements we deliver to Web sites on the DoubleClick Network.
We  expect  that  the  DoubleClick  Network  will  continue  to  account  for  a
substantial  portion of our revenues for the foreseeable future. The DoubleClick
Network  consists of Web sites of a limited number of Web publishers  with which
we have short-term contracts. We cannot assure you that such Web publishers will
remain associated with the DoubleClick Network, that any DoubleClick Network Web
site will maintain consistent or increasing levels of traffic over time, or that
we will be able to timely or effectively replace any exiting DoubleClick Network
Web site  with  other  Web  sites  with  comparable  traffic  patterns  and user
demographics.  Our failure to successfully market the DoubleClick  Network,  the
loss of one or  more  of the Web  publishers  which  account  for a  significant
portion of our revenues from the DoubleClick  Network, or the failure of the Web
sites on the DoubleClick  Network to maintain consistent or increasing levels of
traffic  would  materially  and  adversely  affect  our  business,   results  of
operations and financial condition

QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS

     Our revenues and operating results may vary  significantly  from quarter to
quarter due to a number of factors,  not all of which are in our control.  These
factors include:

     - advertiser and Web publisher demand for our solutions;

     - user traffic levels and the number of available impressions on the
       DoubleClick Network's Web sites;

     - seasonal fluctuations in Internet usage;

     - changes in service fees we pay to Web publishers;

     - changes in the growth rate of Internet usage;

     - the commitment of advertising budgets to Internet advertising;

     - the mix of revenues from our various Internet advertising solutions;

     - the timing and amount of costs relating to the expansion of our
       operations;

     - changes in our pricing policies or those of our competitors;

     - the introduction of new solutions by us or our competitors;

     - the mix of domestic and international sales;

     - costs related to acquisitions of technology or businesses; and

     - general economic and market conditions.

     Our  revenues  for the  foreseeable  future will remain  dependent  on user
traffic levels and advertising activity on the DoubleClick Network.  Such future
revenues  are  difficult  to forecast.  In  addition,  we plan to  significantly
increase our operating expenses to increase our sales and marketing  operations,
to  continue  our  international  expansion,  to upgrade  and  enhance  our DART
technology,  and to market and support our solutions. We may be unable to adjust
spending quickly enough to offset any unexpected revenue shortfall. If we have a
shortfall in revenues in relation to our  expenses,  or if our expenses  precede
increased  revenues,  then our  business,  results of  operations  and financial
condition would be materially and adversely affected. Such a result would likely
affect the market  price of our common  stock in a manner which may be unrelated
to our long-term operating performance.

     We believe that advertising sales in traditional  media, such as television
and radio,  generally are lower in the first  calendar  quarter of each year. If
our market makes the  transition  from an emerging to a more  developed  medium,
seasonal and cyclical  patterns  may develop in our  industry.  Our revenues may
also be affected  by  seasonal  and  cyclical  patterns in Internet  advertising
spending if they emerge.

     Due to all of the foregoing  factors and the other risks  discussed in this
section, you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of future  performance.  It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors.  In this event, the price of our common stock may
fall.

NEED TO MANAGE GROWTH

     To successfully  implement our business plan in the rapidly evolving market
for Internet  advertising requires an effective planning and management process.
We  continue to  increase  the scope of our  operations  both  domestically  and
internationally,  and we have grown our workforce substantially. As of March 31,
1996,  we had a total of 13 employees  and, as of March 31, 1999, we had a total
of 549  employees.  In  addition,  we plan to  continue  to expand our sales and
marketing   and   customer   support   organizations   both   domestically   and
internationally.  This growth has placed,  and our anticipated  future growth in
our operations  will continue to place,  a significant  strain on our management
systems  and  resources.  We expect that we will need to continue to improve our
financial and managerial controls and reporting systems and procedures, and will
need to  continue  to  expand,  train  and  manage  our  workforce.  Our  future
performance may also depend on the effective integration of acquired businesses.
Such integration,  even if successful, may take a significant period of time and
expense,  and may place a  significant  strain on our  resources.  Our business,
results of operations  and financial  condition will be materially and adversely
affected if we are unable to effectively manage our expanding  operations or the
relocation of our data operations.

RECENT DEVELOPMENT OF THE INTERNET ADVERTISING MARKET AND 
UNPROVEN ACCEPTANCE AND EFFECTIVENESS OF WEB ADVERTISING

     Our future  success is highly  dependent  on an  increase in the use of the
Internet as an advertising  medium.  The Internet  advertising market is new and
rapidly  evolving,  and it cannot yet be compared with  traditional  advertising
media to gauge its effectiveness.  As a result, demand and market acceptance for
Internet  advertising  solutions is uncertain.  Most of our current or potential
advertising  customers  have  little or no  experience  using the  Internet  for
advertising  purposes and they have  allocated  only a limited  portion of their
advertising   budgets  to  Internet   advertising.   The  adoption  of  Internet
advertising,  particularly by those entities that have historically  relied upon
traditional  media for  advertising,  requires  the  acceptance  of a new way of
conducting  business,   exchanging  information  and  advertising  products  and
services.  Such customers may find Internet advertising to be less effective for
promoting their products and services relative to traditional advertising media.
In addition,  most of our current and  potential Web  publisher  customers  have
little or no  experience in  generating  revenues  from the sale of  advertising
space on their Web sites.  We cannot  assure  you that the  market for  Internet
advertising  will  continue to emerge or become  sustainable.  If the market for
Internet  advertising  fails to develop or develops  more slowly than we expect,
then our  business,  results of  operations  and  financial  condition  could be
materially and adversely affected.

     There are currently no standards for the  measurement of the  effectiveness
of Internet  advertising and standard  measurements  may need to be developed to
support and promote Internet  advertising as a significant  advertising  medium.
Our  advertising  customers may challenge or refuse to accept our or third-party
measurements of advertisement delivery results, and our customers may not accept
any  errors  in  such  measurements.  In  addition,  the  accuracy  of  database
information used to target  advertisements  is essential to the effectiveness of
Internet advertising that may be developed in the future. The information in our
database,  like any database,  may contain  inaccuracies which our customers may
not accept.

     Substantially  all of our  revenues are derived from the delivery of banner
advertisements.   If  advertisers   determine  that  banner  advertising  is  an
ineffective or  unattractive  advertising  medium,  we cannot assure you that we
will be able to  effectively  make the  transition to any other form of Internet
advertising.  Also, there are "filter"  software  programs that limit or prevent
advertising from being delivered to a user's computer.  The commercial viability
of Internet advertising,  and our business,  results of operations and financial
condition,  would be materially and adversely  affected by Web users' widespread
adoption of such software.

PRIVACY CONCERNS

     In recent  months,  the U.S.  federal and various  state  governments  have
proposed limitations on the collection and use of information regarding Internet
users.  In October 1998,  the European Union adopted a directive that may result
in limitations on our collection and use of information regarding Internet users
in Europe. Our DART technology  targets  advertising to users through the use of
"cookies" and other non-personally-identifying information. The effectiveness of
our DART  technology  could be limited by any  regulation  or  limitation in the
collection or use of information  regarding  Internet  users.  Since many of the
limitations  are still in the proposal  stage,  we cannot yet determine the full
impact of these regulations on our business.


UNPROVEN BUSINESS MODEL

     Our business  model is to generate  revenues  solely by providing  Internet
advertising solutions to advertisers, ad agencies and Web publishers. The profit
potential for our business model is unproven.  To be  successful,  both Internet
advertising  and our solutions  will need to achieve broad market  acceptance by
advertisers, ad agencies and Web publishers. Our ability to generate significant
revenues from advertisers will depend,  in part, on our ability to contract with
Web publishers that have Web sites with adequate  available ad space  inventory.
Further,  these Web sites must generate sufficient user traffic with demographic
characteristics  attractive to our advertisers.  The intense  competition  among
Internet  advertising  sellers  has led to the  creation  of a number of pricing
alternatives for Internet advertising.  These alternatives make it difficult for
us to project future levels of advertising  revenues and applicable gross margin
that can be sustained by us or the Internet advertising industry in general.

     Market acceptance of our new solutions, including DoubleClick Local and the
Closed Loop Marketing Solutions suite of products,  will depend on the continued
emergence of Internet commerce, communication and advertising, and market demand
for our  solutions.  We cannot  assure you that the market for our new solutions
will  develop  or that  demand  for our new  solutions  will  emerge  or  become
sustainable.

YEAR 2000 RISKS

     Currently  installed  computer  systems and software  products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century  dates.  As a result,  computer  systems  and/or
software  used  by many  companies  and  governmental  agencies  may  need to be
upgraded to comply with such Year 2000  requirements  or risk system  failure or
miscalculations causing disruptions of normal business activities.

     We have  generally  completed our  preliminary  assessment of our Year 2000
readiness.  We plan to perform a Year 2000 simulation on our software during the
second  quarter  of 1999,  following  the  implementation  of  revisions  to our
software  contemplated  in the first quarter of 1999. We are also in the process
of contacting certain third-party vendors,  licensors and providers of software,
hardware  and  services  regarding  their Year 2000  readiness.  Following  this
testing and after contacting these vendors and licensors, we will be better able
to make a complete  evaluation  of our Year 2000  readiness,  to determine  what
costs will be necessary  to be Year 2000  compliant,  and to  determine  whether
contingency plans need to be developed.

RISK OF SYSTEM FAILURE

     The DART  technology  resides on a computer  system located in our New York
City  offices  and  in  DoubleClick  data  centers  in New  Jersey,  California,
Australia,  Brazil,  England,  France,  Germany,  Netherlands  and Sweden.  This
system's  continuing and  uninterrupted  performance is critical to our success.
Customers may become  dissatisfied  by any system  failure that  interrupts  our
ability to provide  our  services  to them,  including  failures  affecting  our
ability to  deliver  advertisements  without  significant  delay to the  viewer.
Sustained or repeated  system  failures would reduce the  attractiveness  of our
solutions to advertisers,  ad agencies and Web publishers.  Slower response time
or system  failures may also result from  straining the capacity of our deployed
software or hardware due to an increase in the volume of  advertising  delivered
through  our  servers.  To the extent  that we do not  effectively  address  any
capacity constraints or system failures, our business, results of operations and
financial condition would be materially and adversely affected.

     Our operations are dependent on our ability to protect our computer systems
against damage from fire, power loss, water damage, telecommunications failures,
vandalism and other malicious acts, and similar  unexpected  adverse events.  In
addition,  interruptions  in our solutions  could result from the failure of our
telecommunications  providers  to  provide  the  necessary  data  communications
capacity  in the time  frame we  require.  Despite  precautions  we have  taken,
unanticipated  problems affecting our systems have from time to time in the past
caused,  and in the future  could  cause,  interruptions  in the delivery of our
solutions.  DoubleClick's ad serving capabilities,  operational  information and
data storage are presently redundant,  as well as archived. We expect all of our
back-end  systems  for  disaster  recovery to be fully  redundant  by the second
quarter of 1999.  Our business,  results of operations  and financial  condition
could be  materially  and  adversely  affected  by any  damage or  failure  that
interrupts or delays our operations.

OUR MARKETS ARE HIGHLY COMPETITIVE

     Our markets, namely Internet advertising and related products and services,
are intensely  competitive.  We expect such  competition to continue to increase
because our markets pose no substantial barriers to entry.  Competition may also
increase as a result of industry  consolidation.  We believe that our ability to
compete depends upon many factors both within and beyond our control,  including
the following:

     - the timing and market acceptance of new solutions and enhancements to
       existing solutions developed either by us or our competitors;

     - customer service and support efforts;

     - sales and marketing efforts; and

     - the  ease  of  use,  performance,  price  and  reliability  of  solutions
       developed either by DoubleClick or its competitors.

     We compete for Internet  advertising revenues with large Web publishers and
Web search engine companies,  such as America Online, Excite, Lycos,  Microsoft,
Infoseek and Yahoo!. Further, our DoubleClick Network competes with a variety of
Internet   advertising   networks,   including  24/7  Media.  In  marketing  our
DoubleClick  Network and DART  Service to Web  publishers,  we also compete with
providers of ad servers and related services,  including NetGravity and AdForce.
We also encounter competition from a number of other sources,  including content
aggregation   companies,   companies  engaged  in  advertising  sales  networks,
advertising agencies, and other companies which facilitate Internet advertising.

     Many of our  existing  competitors,  as well as a number of  potential  new
competitors,  have longer operating histories, greater name recognition,  larger
customer  bases and  significantly  greater  financial,  technical and marketing
resources  than we do. These factors may allow them to respond more quickly than
we can to new or emerging technologies and changes in customer requirements.  It
may also allow them to devote greater  resources than we can to the development,
promotion and sale of their  products and services.  Such  competitors  may also
engage in more extensive  research and development,  undertake more far-reaching
marketing  campaigns,  adopt  more  aggressive  pricing  policies  and make more
attractive  offers to existing  and  potential  employees,  strategic  partners,
advertisers and Web publishers.  We cannot assure you that our competitors  will
not develop  products or services that are equal or superior to our solutions or
that achieve greater market acceptance than our solutions. In addition,  current
and  potential   competitors  have  established  or  may  establish  cooperative
relationships  among themselves or with third parties to increase the ability of
their products or services to address the needs of our prospective  advertising,
ad agency and Web  publisher  customers.  As a result,  it is possible  that new
competitors may emerge and rapidly acquire  significant market share.  Increased
competition is likely to result in price  reductions,  reduced gross margins and
loss of market  share.  We  cannot  assure  you that we will be able to  compete
successfully  or that  competitive  pressures  will not materially and adversely
affect our business, results of operations or financial condition.

     Companies doing business on the Internet, including ours, must also compete
with television,  radio, cable and print  (traditional  advertising media) for a
share of advertisers' total advertising budgets. Advertisers may be reluctant to
devote a significant portion of their advertising budget to Internet advertising
if they perceive the Internet to be a limited or ineffective advertising medium.


RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS OR INVESTMENTS

     We may acquire or make investments in complementary  businesses,  products,
services  or  technologies.  From  time to time we  have  had  discussions  with
companies regarding our acquiring, or investing in, their businesses,  products,
services or technologies.  We cannot assure you that we will be able to identify
suitable acquisition or investment  candidates.  Even if we do identify suitable
candidates,  we cannot assure you that we will be able to make such acquisitions
or investments on commercially  acceptable terms. If we buy a company,  we could
have difficulty in  assimilating  that company's  personnel and  operations.  In
addition,  the key personnel of the acquired  company may decide not to work for
us.  If we make  other  types of  acquisitions,  we  could  have  difficulty  in
assimilating  the  acquired   products,   services  or  technologies   into  our
operations.  These difficulties could disrupt our ongoing business, distract our
management and employees, increase our expenses and adversely affect our results
of operations due to accounting requirements such as goodwill.  Furthermore,  we
may incur debt or issue equity  securities  to pay for any future  acquisitions.
The   issuance  of  equity   securities   could  be  dilutive  to  our  existing
stockholders.

DEPENDENCE ON KEY PERSONNEL

     Our future success depends to a significant extent on the continued service
of our key  technical,  sales and senior  management  personnel,  in particular,
Kevin J.  O'Connor,  our Chief  Executive  Officer and  Chairman of the Board of
Directors,  Kevin P. Ryan, our President and Chief Operating Officer, and Dwight
A. Merriman,  our Chief Technical Officer. We have no employment agreements with
any of these executives.  The loss of the services of Messrs.  O'Connor, Ryan or
Merriman,  or certain other key employees,  would likely have a material adverse
effect on our business,  results of  operations  and  financial  condition.  Our
future  success also depends on our  continuing to attract,  retain and motivate
highly skilled employees.  Competition for employees in our industry is intense.
We may be unable to retain our key  employees or attract,  assimilate  or retain
other highly qualified employees in the future. We have from time to time in the
past  experienced,  and we expect  to  continue  to  experience  in the  future,
difficulty in hiring and retaining  highly skilled  employees  with  appropriate
qualifications.


DEPENDENCE ON THE WEB INFRASTRUCTURE

     Our success will depend,  in large part,  upon the  maintenance  of the Web
infrastructure,  such as a reliable  network  backbone with the necessary speed,
data capacity and security,  and timely development of enabling products such as
high speed modems,  for providing  reliable Web access and services and improved
content.  We cannot  assure you that the Web  infrastructure  will  continue  to
effectively  support the demands placed on it as the Web continues to experience
increased numbers of users, frequency of use or increased bandwidth requirements
of users. Even if the necessary infrastructure or technologies are developed, we
may have to spend  considerable  amounts  to adapt  our  solutions  accordingly.
Furthermore,  the Web has  experienced a variety of outages and other delays due
to damage to  portions of its  infrastructure.  Such  outages  and delays  could
impact the Web sites of Web publishers using our solutions and the level of user
traffic on Web sites on the DoubleClick Network.


DEPENDENCE ON PROPRIETARY RIGHTS AND RISK OF INFRINGEMENT

     Our  success  and ability to compete  are  substantially  dependent  on our
internally  developed  technologies  and trademarks,  which we protect through a
combination of patent, copyright,  trade secret and trademark law. We have filed
three  patent  applications  in the United  States  and one  patent  application
internationally.  In addition, we apply to register our trademarks in the United
States  and  internationally.  (We own  the  registration  for  the  DoubleClick
trademark  in the United  States.)  We cannot  assure you that any of our patent
applications  or  trademark  applications  will be  approved.  Even if they  are
approved, such patents or trademarks may be successfully challenged by others or
invalidated.  If our  trademark  registrations  are not approved  because  third
parties  own such  trademarks,  our use of such  trademarks  will be  restricted
unless  we  enter  into  arrangements  with  such  third  parties  which  may be
unavailable on commercially reasonable terms.

     We generally  enter into  confidentiality  or license  agreements  with our
employees,  consultants and corporate partners,  and generally control access to
and  distribution  of our  technologies,  documentation  and  other  proprietary
information.  Despite  our  efforts  to  protect  our  proprietary  rights  from
unauthorized use or disclosure,  parties may attempt to disclose,  obtain or use
our solutions or technologies. We cannot assure you that the steps we have taken
will prevent misappropriation of our solutions or technologies,  particularly in
foreign  countries where laws or law  enforcement  practices may not protect our
proprietary rights as fully as in the United States.

     Our DART  technology  collects and utilizes data derived from user activity
on the  DoubleClick  Network  and the Web  sites  of Web  publishers  using  our
solutions.  This data is used for ad targeting and  predicting  ad  performance.
Although we believe that we have the right to use such data and the  compilation
of such data in our  database,  we  cannot  assure  you that any  trade  secret,
copyright  or  other  protection  will be  available  for such  information.  In
addition, others may claim rights to such information.  Further, pursuant to our
contracts  with Web  publishers  using our  solutions,  we are obligated to keep
certain information regarding each Web publisher confidential.

     We  have  licensed,  and we may  license  in the  future,  elements  of our
trademarks,  trade dress and similar proprietary rights to third parties.  While
we  attempt  to ensure  that the  quality  of our brand is  maintained  by these
business  partners,  such  partners may take actions that could  materially  and
adversely affect the value of our proprietary rights or our reputation.

     We cannot assure you that any of our  proprietary  rights will be viable or
of  value  in the  future  since  the  validity,  enforceability  and  scope  of
protection  of certain  proprietary  rights in  Internet-related  industries  is
uncertain and still evolving. Furthermore, third parties may assert infringement
claims  against us. From time to time we have been, and we expect to continue to
be, subject to claims in the ordinary course of our business,  including  claims
of alleged infringement of the trademarks and other intellectual property rights
of third parties by us or the Web publishers  with Web sites in the  DoubleClick
Network.  Such  claims  and any  resultant  litigation,  should it occur,  could
subject  us to  significant  liability  for  damages  and  could  result  in the
invalidation of our proprietary  rights. In addition,  even if we prevail,  such
litigation could be time-consuming  and expensive to defend, and could result in
the  diversion  of our time and  attention,  any of which could  materially  and
adversely  affect our business,  results of operations and financial  condition.
Any claims or litigation  from third parties may also result in  limitations  on
our ability to use the trademarks  and other  intellectual  property  subject to
such  claims or  litigation  unless we enter  into  arrangements  with the third
parties  responsible  for such claims or litigation  which may be unavailable on
commercially reasonable terms.

RISKS ASSOCIATED WITH TECHNOLOGICAL CHANGE

     The Internet and Internet  advertising markets are characterized by rapidly
changing  technologies,  evolving industry  standards,  frequent new product and
service  introductions,  and changing customer demands.  Our future success will
depend on our ability to adapt to rapidly  changing  technologies and to enhance
existing  solutions  and develop and  introduce  a variety of new  solutions  to
address our customers' changing demands. We may experience difficulties that
could delay or prevent  the  successful  design,  development,  introduction  or
marketing of our solutions.  In addition, our new solutions or enhancements must
meet the requirements of our current and prospective  customers and must achieve
significant market acceptance.  Material delays in introducing new solutions and
enhancements  may cause  customers  to forego  purchases  of our  solutions  and
purchase those of our competitors.

RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION

     We have  operations  in a number  of  international  markets.  We intend to
continue to expand our  international  operations  and  international  sales and
marketing efforts.  To date, we have limited experience in developing  localized
versions  of our  solutions  and in  marketing,  selling  and  distributing  our
solutions   internationally.   We  have  established   DoubleClick  Networks  in
Australia,   Canada,  France,  Germany,  Benelux  (Belgium,   Netherlands,   and
Luxembourg) and the United Kingdom. In Japan,  Iberoamerica (Spain, Portugal and
Latin America), Italy and Scandinavia (Sweden, Norway, Finland, and Denmark), we
are relying on our  business  partners to conduct  operations,  establish  local
networks,  aggregate Web publishers and coordinate sales and marketing  efforts.
Our success in such markets is directly dependent on the success of our business
partners and their dedication of sufficient resources to our relationship.

     International operations are subject to other inherent risks, including:

     - the impact of recessions in economies outside the United States;

     - changes in regulatory requirements;

     - reduced protection for intellectual property rights in some countries;

     - potentially adverse tax consequences;

     - difficulties and costs of staffing and managing foreign operations;

     - political and economic instability;

     - fluctuations in currency exchange rates; and

     - seasonal fluctuations in Internet usage.

     These risks may  materially and adversely  affect our business,  results of
operations or financial condition.


GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     Laws  and  regulations  directly  applicable  to  Internet  communications,
commerce and advertising are becoming more prevalent. The most recent session of
the United  States  Congress  resulted in  Internet  laws  regarding  children's
privacy,  copyrights and taxation.  Such legislation  could dampen the growth in
use  of  the  Web  generally  and  decrease  the  acceptance  of  the  Web  as a
communications,  commercial and  advertising  medium.  The  governments of other
states or foreign  countries might attempt to regulate our transmissions or levy
sales or other taxes  relating to our  activities.  The European  Union recently
enacted its own privacy  regulations that may result in limits on the collection
and use of certain user information.  The laws governing the Internet,  however,
remain largely  unsettled,  even in areas where there has been some  legislative
action.  It may take years to determine  whether and how  existing  laws such as
those governing intellectual property,  privacy, libel and taxation apply to the
Internet and Internet  advertising.  In addition,  the growth and development of
the market for Internet  commerce may prompt calls for more  stringent  consumer
protection  laws,  both  in the  United  States  and  abroad,  that  may  impose
additional  burdens on companies  conducting  business  over the  Internet.  Our
business,  results of  operations  and  financial  condition  could be adversely
affected by the adoption or modification of laws or regulations  relating to the
Internet.


SUBSTANTIAL INFLUENCE BY OFFICERS AND DIRECTORS

     The  executive  officers,  directors  and  entities  affiliated  with  them
beneficially  own  approximately  a significant  percentage  of our  outstanding
common stock. These stockholders may be able to exercise  substantial  influence
over all matters requiring approval by our stockholders,  including the election
of  directors  and  approval  of  significant   corporate   transactions.   This
concentration  of ownership may also have the effect of delaying or preventing a
change in control of DoubleClick.


POSSIBLE VOLATILITY OF STOCK PRICE

     The market  price of our  common  stock has  fluctuated  in the past and is
likely  to  continue  to be  highly  volatile  and  could  be  subject  to  wide
fluctuations.  In addition,  the stock market has experienced  extreme price and
volume  fluctuations.  The market prices of the  securities of  Internet-related
companies have been especially volatile. Investors may be unable to resell their
shares  of our  common  stock at or  above  the  offering  price.  In the  past,
companies  that have  experienced  volatility in the market price of their stock
have been the  object of  securities  class  action  litigation.  If we were the
object of securities  class action  litigation,  it could result in  substantial
costs and a diversion of management's attention and resources.


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         NONE

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    (a)  Changes in Securities:

         NONE

    (b)  Use of Proceeds

        On February 19, 1998, the Securities  and Exchange  Commission  declared
    effective  the  Company's  Registration  Statement  on Form  S-1  (File  No.
    333-42323).  Pursuant to this  Registration  Statement,  and the Abbreviated
    Registration  Statement  filed on February 19, 1998  pursuant to Rule 462(b)
    promulgated  under the Securities  Act of 1933, as amended,  on February 25,
    1998,  DoubleClick completed the initial public offering of 4,025,000 shares
    of its Common Stock at an initial public  offering price of $17.00 per share
    (the  "Offering").  The  Offering  was managed by  Goldman,  Sachs & Co., BT
    Alex.Brown and Cowen & Company.  Proceeds to DoubleClick,  after calculation
    of the  underwriters  discount and  commission,  from the  Offering  totaled
    approximately  $62.5 million net of offering costs of $1.1 million.  None of
    the expenses  incurred in the offering  were direct or indirect  payments to
    directors,  officers, general partners of the issuer or their associates, to
    persons owning ten percent or more of any class of equity  securities of the
    issuer  or to  affiliates  of the  issuer.  During  the  nine  months  ended
    September 30, 1998,  DoubleClick used $26.8 million of the proceeds from the
    Offering toward general corporate purposes,  including working capital,  and
    toward the expansion of DoubleClick's international operations and sales and
    marketing  capabilities.  None of these  expenses  were  direct or  indirect
    payments to  directors,  officers,  general  partners of the issuer or their
    associates,  to persons  owning  ten  percent or more of any class of equity
    securities of the issuer or to affiliates of the issuer.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    NONE
   
ITEM 5. OTHER INFORMATION

    NONE

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K


(a)       The following Exhibits are filed as part of this report:

         
          6.1 Indenture, dated as of March 22, 1999, between DoubleClick Inc. 
               and The Bank of New York, as trustee.

          6.2 Registration Agreement, dated as of March 22, 1999, between
               DoubleClick Inc. and the Initial Purchasers as named on Schedule
               I to the Purchase Agreement.

         27.1 Financial Data Schedule

(b)       Reports on Form 8-K

      DoubleClick  filed three  reports on the form 8-K during the three  months
  ended on March 31, 1999. One Form 8-K was filed on February 3, 1999 announcing
  the Alta Vista Advertising Services Agreement. One form 8-K was filed on March
  15,1999  announcing a  two-for-one  stock split and the issuance of the 4 3/4%
  Convertible  Subordinated  Notes. One Form 8-K was filed on March 15, 1999 for
  purposes of filing the Alta Vista Advertising Services Agreement.

<PAGE>

ITEM 7. SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                                DOUBLECLICK INC.

Date: May 13, 1999                  By:            /s/ STEPHEN COLLINS



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

                                                 Stephen Collins
                                        CHIEF FINANCIAL OFFICER (PRINCIPAL
                                                FINANCIAL OFFICER)





EXHIBIT 6.1
================================================================================









                                                 DoubleClick Inc.

                                       to

                              The Bank of New York,
                                   as Trustee

                                   ___________

                                    Indenture

                           Dated as of March 22, 1999

                  4.75% Convertible Subordinated Notes due 2006










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

                                        v
                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE 1
Section 1.01.  Definitions ...................................................1
Section 1.02.  Other Definitions .............................................7
Section 1.03.  Incorporation by Reference of Trust Indenture Act .............8
Section 1.04.  Rules of Construction .........................................8

                                   ARTICLE II

                                 THE SECURITIES
Section 2.01.  Form and Dating ...............................................9
Section 2.02.  Execution, Authentication and Delivery .......................10
Section 2.03.  Registrar, Paying Agent and Conversion Agent .................11
Section 2.04.  Paying Agent to Hold Money in Trust ..........................11
Section 2.05.  Noteholder Lists .............................................11
Section 2.06.  Transfer and Exchange ........................................12
Section 2.07.  Replacement Securities .......................................15
Section 2.08.  Outstanding Securities .......................................16
Section 2.09.  Treasury Securities ..........................................16
Section 2.10.  Temporary Securities; Exchange of Global
                Security for Definitive Securities ..........................16
Section 2.11.  Cancellation .................................................17
Section 2.12.  Payment of Interest: Interest Rights Preserved ...............17
Section 2.13.  Computation of Interest ......................................18
Section 2.14.  CUSIP Number .................................................19
Section 2.15.  Regulation S .................................................19
Section 2.16.  Persons Deemed Owners ........................................19

                                   ARTICLE III

                                   REDEMPTION
Section 3.01.  Notices to Trustee ...........................................19
Section 3.02.  Selection of Securities to be Redeemed .......................19
Section 3.03.  Notice of Redemption .........................................20
Section 3.04.  Effect of Notice of Redemption ...............................21
Section 3.05.  Deposit of Redemption Price ..................................21
Section 3.06.  Securities Redeemed in Part ..................................22
Section 3.07.  Optional Redemption ..........................................22
Section 3.08.  Designated Event Offer .......................................22
Section 3.09.  Mandatory Redemption .........................................24

                                   ARTICLE IV

                                    COVENANTS
Section 4.01.  Payment of Securities ........................................24
Section 4.02.  SEC Reports ..................................................25
Section 4.03.  Compliance Certificate .......................................25
Section 4.04.  Stay, Extension and Usury Law ................................26
Section 4.05.  Corporate Existence ..........................................26
Section 4.06.  Taxes ........................................................26
Section 4.07.  Designated Event .............................................27
Section 4.08.  Investment Company Act .......................................27

                                    ARTICLE V

                                   CONVERSION
Section 5.01.  Conversion Privilege .........................................27
Section 5.02.  Conversion Procedure .........................................28
Section 5.03.  Fractional Shares ............................................29
Section 5.04.  Taxes on Conversion ..........................................29
Section 5.05.  Company to Provide Stock .....................................29
Section 5.06.  Adjustment of Conversion Price ...............................29
Section 5.07.  No Adjustment ................................................33
Section 5.08.  Other Adjustments ............................................33
Section 5.09.  Adjustments for Tax Purposes .................................34
Section 5.10.  Adjustments by the Company ...................................34
Section 5.11.  Notice of Adjustment .........................................34
Section 5.12.  Notice of Certain Transactions ...............................34
Section 5.13.  Effect of Reclassifications, Consolidations, 
               Mergers, Continuances or Sales on Conversion
                    Privilege ...............................................34
Section 5.14.  Trustee's Disclaimer .........................................35
Section 5.15.  Cancellation of Converted Securities .........................36
Section 5.16.  Restriction on Common Stock Issuable Upon Conversion .........36

                                   ARTICLE VI

                                  SUBORDINATION
Section 6.01.  Agreement to Subordinate .....................................37
Section 6.02.  No Payment on Securities if Senior Debt in Default ...........37
Section 6.03.  Distribution on Acceleration of Securities;
                Dissolution and Reorganization; Subrogation of
                    Securities ..............................................38
Section 6.04.  Reliance by Senior Debt on Subordination Provisions ..........41
Section 6.05.  No Waiver of Subordination Provisions ........................41
Section 6.06.  Trustee's Relation to Senior Debt ............................41
Section 6.07.  Other Provisions Subject Hereto ..............................42

                                   ARTICLE VII

                                   SUCCESSORS
Section 7.01.  Merger, Consolidation or Sale of Assets ......................42
Section 7.02.  Successor Corporation Substituted ............................43

                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES
Section 8.01.  Events of Default ............................................44
Section 8.02.  Acceleration .................................................45
Section 8.03.  Other Remedies ...............................................46
Section 8.04.  Waiver of Past Defaults ......................................46
Section 8.05.  Control by Majority ..........................................46
Section 8.06.  Limitation on Suits ..........................................46
Section 8.07.  Rights of Noteholders to Receive Payment .....................47
Section 8.08.  Collection Suit by Trustee ...................................47
Section 8.09.  Trustee May File Proofs of Claim .............................47
Section 8.10.  Priorities ...................................................48
Section 8.11.  Undertaking for Costs ........................................49
Section 8.12.  Restoration of Rights and Remedies ...........................49
Section 8.13.  Rights and Remedies Cumulative ...............................49
Section 8.14.  Delay or Omission Not Waiver .................................49

                                   ARTICLE IX

                                     TRUSTEE
Section 9.01.  Duties of Trustee ............................................50
Section 9.02.  Rights of Trustee ............................................50
Section 9.03.  Individual Rights of Trustee .................................52
Section 9.04.  Trustee's Disclaimer .........................................52
Section 9.05.  Notice of Defaults ...........................................52
Section 9.06.  Reports by Trustee to Noteholders ............................52
Section 9.07.  Compensation and Indemnity ...................................52
Section 9.08.  Replacement of Trustee .......................................53
Section 9.09.  Successor Trustee by Merger, Etc. ............................54
Section 9.10.  Eligibility; Disqualification ................................54
Section 9.11.  Preferential Collection of Claims Against Company ............54

                                    ARTICLE X

                             DISCHARGE OF INDENTURE
Section 10.01.  Termination of the Company's Obligations ....................55
Section 10.02.  Repayment to Company ........................................56
Section 10.03.  Reinstatement ...............................................56

                                   ARTICLE XI

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 11.01.  Without Consent of Noteholders ..............................57
Section 11.02.  With Consent of Noteholders .................................57
Section 11.03.  Compliance with Trust Indenture Act .........................59
Section 11.04.  Revocation and Effect of Consents ...........................59
Section 11.05.  Notation on or Exchange of Securities .......................59
Section 11.06.  Trustee Protected ...........................................60
Section 11.07.  Trustee to Sign Supplemental Indentures .....................60
Section 11.08.  Payment for Consent .........................................61

                                   ARTICLE XII

                                  MISCELLANEOUS
Section 12.01.  Trust Indenture Act Controls ................................61
Section 12.02.  Notices .....................................................61
Section 12.03.  Communication by Noteholders with Other Noteholders .........61
Section 12.04.  Certificate and Opinion as to Conditions Precedent ..........62
Section 12.05.  Statements Required in Certificate or Opinion ...............62
Section 12.06.  Rules by Trustee and Agents .................................63
Section 12.07.  Legal Holidays ..............................................63
Section 12.08.  No Recourse Against Others ..................................63
Section 12.09.  Counterparts ................................................63
Section 12.10.  Variable Provisions .........................................63
Section 12.11.  GOVERNING LAW ...............................................64
Section 12.12.  No Adverse Interpretation of Other Agreements ...............64
Section 12.13.  Successors ..................................................64
Section 12.14.  Severability ................................................64
Section 12.15.  Table of Contents, Headings, Etc. ...........................65

EXHIBIT A   FORM OF CONVERTIBLE SUBORDINATED NOTE............................A-1
EXHIBIT B   FORM OF TRANSFER CERTIFICATE.....................................B-1
EXHIBIT C   FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE...............C-1
EXHIBIT D   FORM OF RESTRICTED COMMON STOCK LEGEND...........................D-1
EXHIBIT E   FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF
                        RESTRICTED COMMON STOCK..............................E-1

                                                       

         INDENTURE  dated  as of  March 22,  1999  between  DoubleClick
Inc.,  a  Delaware  corporation  (the  "Company"),  and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee").

         Each  party  agrees as  follows  for the  benefit of the other
party and for the equal  and  ratable  benefit  of the  holders  of the
Company's   4.75%   Convertible   Subordinated   Notes  due  2006  (the
"Securities"):



                               ARTICLE I


              DEFINITIONS AND INCORPORATION BY REFERENCE

         .  tion 1.01.  Definitions

         "Affiliate"  of any  specified  person  means any other person
directly or  indirectly  controlling  or  controlled by or under direct
or  indirect  common  control  with  such  specified  person.  For  the
purposes of this  definition,  "control"  (including,  with correlative
meanings,  the terms  "controlling",  "controlled by" and "under common
control  with"),  as used with  respect to any  Person,  shall mean the
possession,  directly  or  indirectly,  of the power to direct or cause
the  direction of the  management  or policies of such person,  whether
through  the  ownership  of  voting   securities  or  by  agreement  or
otherwise.

         "Agent"  means  any  Registrar,  Paying  Agent  or  Conversion
Agent.

         "Board  of  Directors"  means the  board of  directors  of the
Company or any authorized committee of such board of directors.

         "Board  Resolution"  means a copy of a resolution of the Board
of Directors  certified by the  Secretary or an Assistant  Secretary of
the  Company to have been duly  adopted by the Board of  Directors  and
to be in full  force and effect on the date of such  certification  and
delivery to the Trustee.

         "Business Day" means any day that is not a Legal Holiday.

         "Capital   Stock"   means  any  and  all  shares,   interests,
participations,  rights or other  equivalents  (however  designated) of
equity  interests  in  any  entity,   including,   without  limitation,
corporate stock and partnership interests.

         "Change  of  Control"  will be deemed to have  occurred  when:
(i) any  "person" or "group" (as such terms are used in Sections  13(d)
and 14(d) of the  Exchange  Act) is or becomes the  "beneficial  owner"
(as  defined  in Rules  13d-3 and  13d-5  under  the  Exchange  Act) of
shares  representing  more than 50% of the combined voting power of the
then  outstanding  securities  entitled to vote  generally in elections
of directors of the Company ("Voting  Stock"),  (ii) the Company or any
subsidiary  of the Company  consolidates  with or merges into any other
person,  or any other person merges into the Company or any  subsidiary
of the  Company,  unless the  stockholders  of the Company  immediately
before  such  transaction  own,  directly  or  indirectly   immediately
following  such  transaction,  at  least  a  majority  of the  combined
voting  power of the then  outstanding  voting  securities  entitled to
vote  generally  in  elections  of  directors  of  the  Company  or the
corporation  resulting from such transaction in substantially  the same
respective   proportions  as  their   ownership  of  the  Voting  Stock
immediately  before such transaction,  (iii) the Company or the Company
and its  Subsidiaries,  taken  as a  whole,  sells,  assigns,  conveys,
transfers or leases all or  substantially  all assets of the Company or
of the Company and its  Subsidiaries,  taken as a whole, as applicable,
(other than to one or more  wholly-owned  Subsidiaries  of the Company)
or  (iv) any  time  the  Continuing   Directors  do  not  constitute  a
majority of the board of directors  of the Company (or, if  applicable,
a successor  corporation to the Company);  provided,  however, that (a)
a Change of Control  under  clause  (i),  (ii) or (iii) above shall not
be  deemed to have  occurred  if the  Daily  Market  Price per share of
Common  Stock  for any  five  Trading  Days  within  the  period  of 10
consecutive  Trading  Days  ending  immediately  after the later of the
Change of Control or the public  announcement  of the Change of Control
(in the case of a Change of  Control  under  clause  (i)  above) or the
period of 10  consecutive  Trading Days ending  immediately  before the
Change of  Control  (in the case of a Change of  Control  under  clause
(ii) or (iii)  above)  shall  equal or  exceed  105% of the  Conversion
Price  of the  Securities  in  effect  on the  date of such  Change  of
Control  or the  public  announcement  of such  Change of  Control,  as
applicable,  or (b) a  Change of  Control  under  clause  (i),  (ii) or
(iii)  above  shall not be deemed to have  occurred  if at least 90% of
the  consideration  in the Change of Control  transaction  consists  of
shares of capital stock traded on a U.S. national  securities  exchange
or  quoted  on the  NNM,  and as a  result  of  such  transaction,  the
Securities become convertible solely into such capital stock.

         "Closing Date" means March 22, 1999.

         "Common  Stock"  means the common  stock of the Company as the
same  exists  at the date of this  Indenture  or as such  stock  may be
constituted from time to time.

         "Company"  means  the  party  named  as  such  above  until  a
successor  replaces it in  accordance  with Article VII and  thereafter
means the successor.

         "Continuing    Directors"   means,   as   of   any   date   of
determination,  any  member of the board of  directors  of the  Company
who (i) was a member  of such  board of  directors  on the date of this
Indenture or (ii) was  nominated  for election or elected to such board
of  directors  with  the  approval  of a  majority  of  the  Continuing
Directors  who were  members of such board of  directors at the time of
such nomination or election.

         "Corporate  Trust  Office"  means the office of the Trustee at
which at any  particular  time its corporate  trust  business  shall be
principally  administered,  which  office at the date of  execution  of
this  Indenture is located at 101 Barclay  Street,  Floor 21 West,  New
York,   New   York   10286,   Attention:    Corporate   Trust   Trustee
Administration.

         "Daily  Market  Price"  means  the  price of a share of Common
Stock on the  relevant  date,  determined  (a) on the basis of the last
reported  sale price  regular  way of the Common  Stock as  reported on
the Nasdaq  Stock  Market's  National  Market  (the  "NNM"),  or if the
Common  Stock  is not  then  listed  on the  NNM,  as  reported  on the
principle national  securities  exchange upon which the Common Stock is
listed,  or (b)  if  there  is no  such  reported  sale  on the  day in
question,  on the basis of the  average  of the  closing  bid and asked
quotations  regular way as so  reported,  or (c) if the Common Stock is
not listed on the NNM or on any national  securities  exchange,  on the
basis of the average of the high bid and low asked  quotations  regular
way on the day in question in the  over-the-counter  market as reported
by the National  Association of Securities Dealers Automated  Quotation
System,  or if  not  so  quoted,  as  reported  by  National  Quotation
Bureau, Incorporated, or a similar organization.

         "Damages  Payment  Date"  has the  meaning  set  forth  in the
Registration Agreement.

         "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.

         "Depositary"   means  The  Depository   Trust   Company,   its
nominees and their respective successors.

         "Designated  Event"  means  the  occurrence  of  a  Change  of
Control or a Termination of Trading.

         "Designated  Senior Debt" means any Senior Debt which,  at the
date of determination,  has an aggregate  principal amount  outstanding
of,  or  commitments  to  lend  up  to,  at  least  $15,000,000  and is
specifically  designated  by the Company in the  instrument  evidencing
or  governing  such  Senior  Debt  as  "Designated   Senior  Debt"  for
purposes of this Indenture.

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

         "GAAP" means  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  of the  United
States, which are in effect from time to time.

         "Global  Securities  Legend" means the legend  labeled as such
and that is set forth in Exhibit A hereto.

         "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;  and such term, when
used as a verb, shall have correlative meaning.

         "Indebtedness"   means,  with  respect  to  any  Person,   all
Obligations,  whether  or not  contingent,  of such  Person  (i)(a) for
borrowed  money  (including,  but  not  limited  to,  any  indebtedness
secured by a security  interest,  mortgage  or other lien on the assets
of  such  Person  which  is (1)  given  to  secure  all or  part of the
purchase  price  of  property  subject  thereto,  whether  given to the
vendor of such  property or to another,  or (2) existing on property at
the time of acquisition  thereof),  (b) evidenced by a note, debenture,
bond or other  written  instrument,  (c) under a lease  required  to be
capitalized  on the  balance  sheet of the  lessee  under GAAP or under
any lease or related  document  (including a purchase  agreement) which
provides  that such Person is  contractually  obligated  to purchase or
to  cause a third  party  to  purchase  such  leased  property,  (d) in
respect of letters of credit,  bank guarantees or bankers'  acceptances
(including  reimbursement  obligations  with  respect  to  any  of  the
foregoing),  (e) with  respect to  Indebtedness  secured by a mortgage,
pledge, lien,  encumbrance,  charge or adverse claim affecting title or
resulting  in an  encumbrance  to which the  property or assets of such
Person are  subject,  whether  or not the  Obligation  secured  thereby
shall have been  assumed or  Guaranteed  by or shall  otherwise be such
Person's  legal  liability,  (f)  in  respect  of  the  balance  of the
deferred and unpaid  purchase price of any property or assets,  and (g)
under  interest  rate or  currency  swap  agreements,  cap,  floor  and
collar  agreements,  spot and forward contracts and similar  agreements
and  arrangements;  (ii) with  respect to any  Obligation  of others of
the type  described in the  preceding  clause (i) or under clause (iii)
below  assumed  by or  Guaranteed  in any  manner by such  Person or in
effect  Guaranteed  by such  Person  through an  agreement  to purchase
(including,   without   limitation,   "take   or   pay"   and   similar
arrangements),  contingent or otherwise  (and the  Obligations  of such
Person   under  any  such   assumptions,   Guarantees   or  other  such
arrangements);  and (iii) any and all deferrals,  renewals, extensions,
refinancings  and  refundings  of,  or  amendments,   modifications  or
supplements to, any of the foregoing.

         "Indenture"  means this Indenture,  as amended or supplemented
from  time  to  time  by one or  more  indentures  supplemental  hereto
entered into pursuant to the applicable  provisions  hereof,  including
for all purposes of this Indenture any  supplemental  indenture and the
provisions  of the TIA that are deemed to be a part of and govern  this
Indenture and any supplemental indenture.

         "Initial  Purchasers"  means  Salomon  Smith Barney  Inc.,  BT
Alex. Brown  Incorporated and Donaldson,  Lufkin & Jenrette  Securities
Corporation.

         "interest  payment date" means,  when used with respect to the
Securities, each March 15 and September 15.

         "Issuance Date" means March 22, 1999.

         "Junior   Securities"  means  securities  of  the  Company  as
reorganized  or readjusted or any other  corporation  provided for by a
plan  of  reorganization  or  readjustment  the  payment  of  which  is
subordinate,  at least to the  extent  provided  for in this  Indenture
with  respect  to  the  Securities,  to the  payment  in  full  without
diminution or modification by such plan of all Senior Debt.

         "Liquidated    Damages"   has   the   meaning   specified   in
paragraph 11  of the form of Security  which is  attached as  Exhibit A
hereto.

         "Material  Subsidiary"  means any  Subsidiary  of the  Company
which at the date of  determination  is a  "significant  subsidiary" as
defined in Rule  1-02(w) of  Regulation  S-X under the  Securities  Act
and the  Exchange  Act (as such  Regulation  is in effect on  March 22,
1999).

         "maturity  date" and "final  maturity  date"  mean,  when used
with respect to the Securities, March 15, 2006.

         "NNM" has the meaning  specified in the  definition  of "Daily
Market Price".

         "Noteholder"  or  "holder"  means a  person  in  whose  name a
Security is registered.

         "Obligations"  means  any  principal,   interest,   penalties,
fees, indemnifications,  reimbursements,  damages and other liabilities
payable under the documentation governing any Indebtedness.

         "Offering  Memorandum" means the offering  memorandum relating
to the Securities dated March 17, 1999.

         "Officers'  Certificate"  means a  certificate  signed  by two
Officers,  one of whom must be the  Chairman  of the  Board,  the Chief
Executive  Officer,  the  President or the Chief  Financial  Officer of
the Company,  and delivered to the Trustee that meets the  requirements
of this Indenture.

         "Opinion  of  Counsel"  means a  written  opinion  from  legal
counsel who is  acceptable  to the Trustee that meets the  requirements
of  Sections  12.04 and 12.05  hereof.  The  counsel may be an employee
of  or  counsel  to  the  Company  or  the  Trustee  unless   otherwise
expressly stated herein.

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

         "Registration  Agreement"  means  the  Registration  Agreement
relating to the Securities  and Common Stock  issuable upon  conversion
of such Securities  dated March 22,  1999,  between the Company and the
Initial  Purchasers,  as such  agreement  may be  amended,  modified or
supplemented from time to time.

         "Representative"  means the trustee,  agent or  representative
(if any) for an issue of Senior Debt.

         "Restricted  Common Stock Legend" means the legend  labeled as
such and that is set forth in Exhibit D hereto.

         "Restricted  Definitive  Securities  Legend"  means the legend
labeled as such and that is set forth in Exhibit A hereto.

         "Restricted   Global  Securities   Legend"  means  the  legend
labeled as such and that is set forth in Exhibit A hereto.

         "Restricted    Securities   Legend"   means   the   Restricted
Definitive  Securities  Legend  or  the  Restricted  Global  Securities
Legend or both, as the context may require.

         "SEC" means the Securities and Exchange Commission.

         "Securities"  means the  Securities  described in the preamble
above  that  are  issued,   authenticated   and  delivered  under  this
Indenture.

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

         "Senior  Debt" means the principal  of,  premium,  if any, on,
interest  on and other  amounts  due on  Indebtedness  of the  Company,
whether  outstanding  on the  date  of  this  Indenture  or  thereafter
created,  incurred,  assumed or  Guaranteed  by the Company  (including
all deferrals,  renewals,  extensions,  refinancings and refundings of,
or   amendments,   modifications   or   supplements   to,  any  of  the
foregoing),  unless,  in the  instrument  creating or  evidencing  such
Indebtedness  or pursuant to which such  Indebtedness  is  outstanding,
it is  expressly  provided  that  such  Indebtedness  is not  senior in
right of payment  to, or ranks  pari  passu in right of  payment  with,
the   Securities.   Senior   Debt   includes,   with   respect  to  the
obligations described above,  interest accruing,  pursuant to the terms
of such  Senior  Debt,  on or  after  the  filing  of any  petition  in
bankruptcy or for  reorganization  relating to the Company,  whether or
not  post-filing  interest is allowed in such  proceeding,  at the rate
specified  in  the  instrument   governing  the  relevant   obligation.
Notwithstanding  anything  to the  contrary  in the  foregoing,  Senior
Debt shall not  include:  (a)  Indebtedness  of or amounts  owed by the
Company  for  compensation  to  employees,  or for goods,  services  or
materials   purchased   in  the  ordinary   course  of  business;   (b)
Indebtedness  of the Company to a Subsidiary  of the Company other than
such  Indebtedness  that  would  be  subject  to a prior  claim  by the
lenders  under the Company's  existing  credit  facilities;  or (c) any
liability  for  federal,  state,  local or other taxes owed or owing by
the Company.

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

         "Stock  Split"  means the  two-for-one  Common  Stock split in
the form of a stock  dividend to be  distributed  by the Company to its
stockholders on or about April 2, 1999.

         "Subsidiary"  of a Person means any  corporation,  association
or other  business  entity of which  more than 50% of the total  voting
power of  shares  of  Capital  Stock  entitled  (without  regard to the
occurrence  of any  contingency)  to vote in the election of directors,
managers  or  trustees  thereof  is at the time  owned  or  controlled,
directly  or  indirectly,  by that  Person  or one or more of the other
Subsidiaries of that Person or a combination thereof.

         "Termination  of Trading"  will be deemed to have  occurred if
the Common Stock (or other  securities  into which the  Securities  are
then  convertible)  is neither  listed for  trading on a United  States
national  securities  exchange  nor  approved for trading on the NNM or
other  established  automated  over-the-counter  trading  market in the
United States.

         "TIA" means the Trust  Indenture  Act of 1939 (15 U.S. Code SS
77aaa-77bbbb)  and the rules and  regulations  thereunder  as in effect
on the date on which  this  Indenture  is  qualified  under  the  Trust
Indenture  Act of 1939  except as  required  by  Section 11.03  hereof,
provided  that if the  Trust  Indenture  Act of 1939 or the  rules  and
regulations  thereunder  are amended after such date,  "TIA" means,  if
so required by such  amendment,  the Trust Indenture Act of 1939, as so
amended.

         "Trading  Day" shall mean (A) if the  applicable  security  is
listed or  admitted  for  trading  on the New York  Stock  Exchange  or
another  national  securities  exchange,  a day on  which  the New York
Stock Exchange or such other national  securities  exchange is open for
business,  (B) if the  applicable  security is quoted on the NNM, a day
on which trades may be made thereon or (C) if the  applicable  security
is not so listed,  admitted  for trading or quoted,  any day other than
a Legal Holiday.

         "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 the successor.

         "Trust  Officer" means any officer within the corporate  trust
department  of the Trustee,  including  any vice  president,  assistant
vice  president,   assistant  secretary,   assistant  treasurer,  trust
officer or any other  officer of the Trustee who  customarily  performs
functions  similar to those  performed  by the  persons who at the time
shall  be such  officers,  respectively,  and  who  shall  have  direct
responsibility  for the  administration  of this  Indenture  or to whom
any  corporate  trust  matter  is  referred  because  of such  person's
knowledge of and familiarity with the particular subject.

         . ction 1.02.  Other Definitions

Term                                                               Defined in
                                                                     Section
"Agent Members"....................................................... 2.01
"Bankruptcy Law"...................................................... 8.01
"Cedel Bank".......................................................... 2.01
"Commencement Date"................................................... 3.08
"Conversion Agent".................................................... 2.03
"Conversion Date"..................................................... 5.02
"Conversion Price".................................................... 5.01
"Conversion Shares"................................................... 5.06
"Current Market Price"................................................ 5.06
"Custodian"........................................................... 8.01
"Default Rate"........................................................ 2.13
"Defaulted Interest................................................... 2.12
"Definitive Securities"............................................... 2.01
"Designated Event Offer".............................................. 4.07
"Designated Event Payment"............................................ 4.07
"Designated Event Payment Date"....................................... 3.08
"Distribution Date"................................................... 5.06
"Distribution Record Date"............................................ 5.06
"Excess Payment"...................................................... 5.06
"Euroclear"........................................................... 2.01
"Event of Default".................................................... 8.01
"Global Security"..................................................... 2.01
"Legal Holiday".......................................................12.07
"Non-Global Purchasers"............................................... 2.01
"Officer".............................................................12.10
"Paying Agent"........................................................ 2.03
"Payment Blockage Notice"............................................. 6.02
"Payment Blockage Period"............................................. 6.02
"Payment Default"..................................................... 8.01
"Purchase Agreement".................................................. 2.01
"Purchase Date"....................................................... 5.06
"QIBs"................................................................ 2.01
"Registrar"........................................................... 2.03
"Regulation S"........................................................ 2.01
"Rights".............................................................. 5.06
"Rule 144A"........................................................... 2.01
"Tender Period"....................................................... 3.08


         Section 1.03.  Incorporation  by Reference of Trust Indenture 
Act      . Whenever  this  Indenture  refers to a provision of the TIA,
the 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:

         "indenture securities" means the Securities;

         "indenture security holder" means a Noteholder;

         "indenture to be qualified" means this Indenture;

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

         "obligor"  on the  Securities  means the  Company or any other
obligor on the Securities.

         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.

         .  Unless the context otherwise requires:

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

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

                  (c) "or" is not exclusive;

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

                  (e)  provisions   apply  to  successive   events  and
         transactions.



                              ARTICLE II


                            THE SECURITIES

         .  The   Securities   and   the   Trustee's   certificate   of
authentication  shall be  substantially  in the form of Exhibit A which
is hereby incorporated in and expressly made a part of this Indenture.

         The Securities  may have  notations,  legends or  endorsements
required by law, stock  exchange rule,  agreements to which the Company
is subject,  if any, or usage (provided that any such notation,  legend
or  endorsement  is in a form  acceptable to the Company).  The Company
shall  furnish  any such  legend  not  contained  in  Exhibit  A to the
Trustee  in  writing.  Each  Security  shall be  dated  the date of its
authentication.  The terms and  provisions of the  Securities set forth
in  Exhibit  A are  part  of the  terms  of this  Indenture  and to the
extent  applicable,  the Company and the  Trustee,  by their  execution
and  delivery  of this  Indenture,  expressly  agree to such  terms and
provisions and to be bound thereby.

         (a) Global  Securities.  The  Securities are being offered and
sold by the Company  pursuant to a Purchase  Agreement  relating to the
Securities,  dated  March 17,  1999,  among the Company and the Initial
Purchasers (the "Purchase Agreement").

         Securities  offered and sold (i) in reliance on  Regulation  S
under  the  Securities  Act  ("Regulation  S") or  (ii)  to  "qualified
institutional  buyers" as defined in Rule 144A  ("QIBs") in reliance on
Rule 144A under the Securities  Act ("Rule 144A"),  each as provided in
the  Purchase  Agreement,  shall be  issued  in the form of one or more
permanent  global  Securities  in  definitive,  fully  registered  form
without  interest  coupons  with  the  Global   Securities  Legend  and
Restricted  Global  Securities  Legend  set forth in  Exhibit A  hereto
(each,  a "Global  Security").  Any Global  Security shall be deposited
on behalf  of the  purchasers  of the  Securities  represented  thereby
with  the  Trustee,  at its  New  York  office,  as  custodian  for the
Depositary,  and  registered in the name of the Depositary or a nominee
of the  Depositary for the accounts of  participants  in the Depositary
(and, in the case of Securities held in accordance  with  Regulation S,
registered  with the Depositary  for the accounts of designated  agents
holding on behalf of the Euroclear  System  ("Euroclear")  or, when its
procedures so permit,  Cedel Bank,  societe  anonyme  ("Cedel  Bank")),
duly  executed  by the  Company  and  authenticated  by the  Trustee as
hereinafter  provided.  The  aggregate  principal  amount  of a  Global
Security   may  from  time  to  time  be   increased  or  decreased  by
adjustments  made on the records of the Trustee and the  Depositary  or
its nominee as hereinafter provided.

         (b) Book-Entry  Provisions.  This Section  2.01(b) shall apply
only  to  a  Global  Security  deposited  with  or  on  behalf  of  the
Depositary.

         The  Company   shall  execute  and  the  Trustee   shall,   in
accordance  with this  Section  2.01(b)  and the  written  order of the
Company,   authenticate  and  deliver  initially  one  or  more  Global
Securities  that (i) shall be  registered  in the name of Cede & Co. or
other  nominee of such  Depositary  and (ii) shall be  delivered by the
Trustee  to  such   Depositary   or  pursuant   to  such   Depositary's
instructions  or held by the Trustee as  custodian  for the  Depositary
pursuant  to  a  FAST  Balance   Certificate   Agreement   between  the
Depositary and the Trustee.

         Members  of,  or  participants  in,  the  Depositary   ("Agent
Members")  shall have no rights  under this  Indenture  with respect to
any Global  Security  held on their behalf by the  Depositary or by the
Trustee  as the  custodian  of the  Depositary  or  under  such  Global
Security,  and  the  Depositary  may be  treated  by the  Company,  the
Trustee  and any agent of the  Company or the  Trustee as the  absolute
owner  of  such   Global   Security   for  all   purposes   whatsoever.
Notwithstanding  the  foregoing,   nothing  herein  shall  prevent  the
Company,  the Trustee or any agent of the  Company or the Trustee  from
giving   effect   to  any   written   certification,   proxy  or  other
authorization  furnished by the  Depositary  or impair,  as between the
Depositary   and  its  Agent   Members,   the  operation  of  customary
practices of such  Depositary  governing  the exercise of the rights of
a holder of a beneficial interest in any Global Security.

         The provisions of the  "Operating  Procedures of the Euroclear
System" and "Terms and  Conditions  Governing Use of Euroclear" and the
"Management  Regulations  and  Instructions to  Participants"  of Cedel
shall be  applicable  to  interests in any Global  Securities  that are
held by  participants  through  Euroclear or Cedel.  The Trustee  shall
have no  obligation  to notify  holders  of any such  procedures  or to
monitor or enforce compliance with the same.

         (c)  Definitive  Securities.  Except as  provided  in  Section
2.06 and 2.10,  owners of  beneficial  interests  in Global  Securities
will not be  entitled  to receive  physical  delivery  of  certificated
Securities in  definitive  form.  Purchasers of Securities  who are not
QIBs and did not purchase  Securities  sold in reliance on Regulation S
under  the  Securities  Act  (referred  to  herein  as the  "Non-Global
Purchasers")  will receive  certificated  Securities in definitive form
bearing  the  Restricted  Definitive  Securities  Legend  set  forth in
Exhibit  A  hereto  ("Definitive  Securities").  Definitive  Securities
will bear the  Restricted  Definitive  Securities  Legend  set forth on
Exhibit A unless removed in accordance with Section 2.06(b).

         . One  Officer  shall sign the  Securities  for the Company by
manual  or  facsimile  signature.  The  Company's  seal or a  facsimile
thereof shall be reproduced on the Securities.

         If an  Officer  whose  signature  is on a  Security  no longer
holds  that  office  at the time the  Security  is  authenticated,  the
Security shall nevertheless be valid.

         A Security  shall not be entitled to any  benefits  under this
Indenture  or the  Registration  Agreement  or otherwise be valid until
authenticated  by the manual  signature of an  authorized  signatory of
the  Trustee.  The  signature  shall be  conclusive  evidence  that the
Security has been authenticated under this Indenture.

         Upon a written  order of the Company  signed by two  Officers,
the Trustee shall  authenticate  the  Securities  for original issue up
to  an  aggregate  principal  amount  of  $200,000,000  (plus  up to an
additional  $50,000,000  aggregate principal amount which may be issued
from  time to time  upon  exercise  by the  Initial  Purchasers  of the
over-allotment   option  set  forth  in  the  Purchase  Agreement)  and
deliver such  authenticated  Securities as directed in such order.  The
aggregate  principal  amount  of  Securities  outstanding  at any  time
shall not exceed such amount except as provided in Section 2.07.

         The  Trustee may  appoint  one or more  authenticating  agents
acceptable   to   the   Company   to   authenticate   Securities.    An
authenticating  agent may authenticate  Securities 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 the  Company  or an
Affiliate of the Company.

         . The Company  shall  maintain  in the  Borough of  Manhattan,
The City of New York,  State of New York (i) an office or agency  where
Securities  may  be  presented  for  registration  of  transfer  or for
exchange (the  "Registrar"),  (ii) an office or agency where Securities
may be presented for payment (the "Paying  Agent"),  (iii) an office or
agency  where   Securities  may  be  presented  for   conversion   (the
"Conversion  Agent") and (iv) an office or agency  where  notices to or
demands  upon  the  Company  in  respect  of the  Securities  and  this
Indenture  may be sent.  The  Registrar  shall keep a  register  of the
Securities  and  of  their  transfer  and  exchange.  The  Company  has
initially  appointed  the  Trustee  (at 101  Barclay  Street,  Floor 21
West,  New York,  New York 10286) as its  Registrar,  Paying  Agent and
Conversion  Agent in New York.  The  Company  may  appoint  one or more
co-registrars,  one or more  additional  paying  agents and one or more
additional  conversion  agents  in such  other  locations  as it  shall
determine.  The term "Registrar"  includes any  co-registrar,  the term
"Paying  Agent"  includes  any  additional  paying  agent  and the term
"Conversion  Agent"  includes  any  additional  conversion  agent.  The
Company may change any Paying  Agent,  Registrar  or  Conversion  Agent
without  prior notice to any  Noteholder.  The Company shall notify the
Trustee  of the name and  address  of any  newly-appointed  Agent not a
party to this  Indenture.  If the Company  fails to appoint or maintain
another  entity as  Registrar,  Paying Agent or Conversion  Agent,  the
Trustee shall act as such.

         . 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  Noteholders  or the Trustee all money held by
the Paying  Agent for the payment of  principal  of,  premium,  if any,
on, interest and Liquidated  Damages,  if any, on, the Securities,  and
will  notify the  Trustee of any  default by the  Company in making any
such  payment.  While  any such  default  continues,  the  Trustee  may
require  a Paying  Agent 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 and to account  for any money  disbursed  by
it.  Upon  payment  over to the  Trustee,  the  Paying  Agent (if other
than  the  Company  or an  Affiliate  of the  Company)  shall  have  no
further  liability  for the money.  If the Company or an  Affiliate  of
the Company  acts as Paying  Agent,  it shall  segregate  and hold in a
separate trust fund for the benefit of the  Noteholders  all money held
by it as Paying Agent.

         . 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  Noteholders  and shall  otherwise  comply with
TIA S312(a).  If the Trustee is not the  Registrar,  the Company  shall
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
Noteholders, and the Company shall otherwise comply with TIA S312(a).

         . Where  Securities  are  presented  to the  Registrar  with a
request  to  register  a  transfer  or to  exchange  them  for an equal
principal amount of Securities of other  denominations,  such Registrar
shall  register the  transfer or make the exchange if the  requirements
set  forth  in  this  Indenture  and as  otherwise  may  be  reasonably
required by the Registrar  with respect to such  transactions  are met.
To permit  registrations of transfers and exchanges,  the Company shall
issue  and  the   Trustee   shall   authenticate   Securities   at  the
Registrar's   request.   No  service  charge  shall  be  made  for  any
registration  of transfer or exchange  (except as  otherwise  expressly
permitted  herein),  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 tax or
similar   governmental   charge  payable  upon  exchanges  pursuant  to
Sections  2.10,  3.06,  3.08,  5.02 or 11.05 hereof not  involving  any
transfer of the Securities).

         The Company  shall not be required (i) to issue,  register the
transfer of, or exchange  Securities  during a period  beginning at the
opening  of  business  15 days  before  the day of mailing of notice of
redemption  of  Securities  under Section 3.03 hereof and ending at the
close of  business on the day of such  mailing,  or (ii) to exchange or
register the transfer of any  Security so selected  for  redemption  in
whole or in part,  except the unredeemed  portion of any Security being
redeemed in part.

         (a)  Notwithstanding  any provision to the contrary herein, so
long as a  Global  Security  remains  outstanding  and is held by or on
behalf of the Depositary,  transfers of a Global Security,  in whole or
in part, or of any beneficial  interest therein,  shall only be made in
accordance  with  Sections  2.01(b) and 2.10 and this Section  2.06(a);
provided,  however,  that beneficial interests in a Global Security may
be  transferred  to persons who take delivery  thereof in the form of a
beneficial  interest  in the Global  Security  in  accordance  with the
transfer   restrictions   set  forth  under  the  heading   "Notice  to
Investors"  in the  Offering  Memorandum  and,  if  applicable,  in the
Restricted Global Securities Legend.

                      (i) Except for  transfers  or  exchanges  made in
         accordance  with  any of  clauses  (ii)  through  (v) of  this
         Section  2.06(a)  and  Section 2.10,  transfers  of  a  Global
         Security   shall  be  limited  to  transfers  of  such  Global
         Security  in  whole,  but  not in  part,  to  nominees  of the
         Depositary  or  to a  successor  of  the  Depositary  or  such
         successor's nominee.

                      (ii)  Global  Security  to  Definitive  Security.
         If an  owner of a  beneficial  interest  in a Global  Security
         deposited   with  the   Depositary  or  with  the  Trustee  as
         custodian  for the  Depositary  wishes at any time to transfer
         its  interest  in such  Global  Security  to a  Person  who is
         required   to  take   delivery   thereof  in  the  form  of  a
         Definitive  Security,  such  owner  may,  subject to the rules
         and  procedures  of  Euroclear or Cedel Bank,  if  applicable,
         and the  Depositary,  cause the exchange of such  interest for
         one  or  more   Definitive   Securities   of  any   authorized
         denomination  or  denominations  and  of  the  same  aggregate
         principal  amount.  Upon  receipt  by  the  Registrar  of  (1)
         instructions  from  Euroclear  or Cedel Bank,  if  applicable,
         and the Depositary  directing the Trustee to authenticate  and
         deliver  one  or  more  Definitive   Securities  of  the  same
         aggregate  principal amount as the beneficial  interest in the
         Global  Security  to  be  exchanged,   such   instructions  to
         contain  the  name or names of the  designated  transferee  or
         transferees,  the authorized  denomination or denominations of
         the  Definitive  Securities  to be so issued  and  appropriate
         delivery  instructions,  (2) a  certificate  substantially  in
         the form of  Exhibit B  attached  hereto given by the owner of
         such beneficial interest,  (3) a certificate  substantially in
         the form of  Exhibit C  attached  hereto  given by the  person
         acquiring the  Definitive  Securities  for which such interest
         is being exchanged,  to the effect set forth therein,  and (4)
         such other  certifications  or other  information  and, in the
         case of  transfers  pursuant to Rule 144 under the  Securities
         Act, legal  opinions as the Company may reasonably  require to
         confirm  that  such  transfer  is being  made  pursuant  to an
         exemption  from,  or in a  transaction  not  subject  to,  the
         registration   requirements   of  the  Securities   Act,  then
         Euroclear or Cedel Bank, if applicable,  or the Registrar,  as
         the case may be, will  instruct  the  Depositary  to reduce or
         cause to be reduced  such  Global  Security  by the  aggregate
         principal  amount of the  beneficial  interest  therein  to be
         exchanged  and to  debit  or  cause  to be  debited  from  the
         account of the Person  making  such  transfer  the  beneficial
         interest  in the Global  Security  that is being  transferred,
         and  concurrently  with such  reduction  and debit the Company
         shall  execute,   and  the  Trustee  shall   authenticate  and
         deliver,  one  or  more  Definitive  Securities  of  the  same
         aggregate    principal   amount   in   accordance   with   the
         instructions referred to above.

                      (iii)   Definitive   Security   to   Definitive  
         Security.  If a holder of a Definitive  Security wishes at any
         time  to  transfer  such   Definitive   Security  (or  portion
         thereof)  to  a  Person  who  is  required  to  take  delivery
         thereof  in the form of a  Definitive  Security,  such  holder
         may,  subject  to  the  restrictions  on  transfer  set  forth
         herein and in such  Definitive  Security,  cause the  transfer
         of such  Definitive  Security  (or any  portion  thereof  in a
         principal  amount  equal  to an  authorized  denomination)  to
         such  transferee.  Upon  receipt by the  Registrar of (1) such
         Definitive  Security,  duly endorsed as provided  herein,  (2)
         instructions   from  such  holder  directing  the  Trustee  to
         authenticate  and  deliver one or more  Definitive  Securities
         of the  same  aggregate  principal  amount  as the  Definitive
         Security  (or  portion   thereof)  to  be  transferred,   such
         instructions  to contain  the name or names of the  designated
         transferee or  transferees,  the  authorized  denomination  or
         denominations  of the  Definitive  Securities  to be so issued
         and  appropriate  delivery  instructions,  (3)  a  certificate
         from the holder of the  Definitive  Security to be transferred
         in substantially  the form of Exhibit B attached  hereto,  (4)
         a  certificate   substantially   in  the  form  of  Exhibit  C
         attached  hereto given by the person  acquiring the Definitive
         Securities  (or  portion  thereof),  to the  effect  set forth
         therein,   and  (5)  such   other   certifications   or  other
         information  and,  in the case of  transfers  pursuant to Rule
         144 under the  Securities  Act,  legal opinions as the Company
         may  reasonably  require  to  confirm  that such  transfer  is
         being  made   pursuant  to  an   exemption   from,   or  in  a
         transaction not subject to, the  registration  requirements of
         the  Securities  Act,  then the  Registrar,  shall  cancel  or
         cause   to  be   canceled   such   Definitive   Security   and
         concurrently  therewith,  the Company shall  execute,  and the
         Trustee   shall   authenticate   and  deliver,   one  or  more
         Definitive  Securities in the appropriate  aggregate principal
         amount,  in  accordance  with  the  instructions  referred  to
         above  and,  if only a portion  of a  Definitive  Security  is
         transferred  as  aforesaid,   concurrently  therewith  Company
         shall  execute  and the Trustee  shall  execute and deliver to
         the  transferor  a Definitive  Security in a principal  amount
         equal   to  the   principal   amount   which   has  not   been
         transferred.  A holder  of a  Definitive  Security  may at any
         time  exchange  such  Definitive  Security  for  one  or  more
         Definitive  Securities of other authorized  denominations  and
         in the same aggregate  principal  amount and registered in the
         same  name  by  delivering  such  Definitive  Security,   duly
         endorsed as provided  herein,  to the Registrar  together with
         instructions   directing  the  Trustee  to  authenticate   and
         deliver  one  or  more  Definitive   Securities  in  the  same
         aggregate  principal  amount and  registered  in the same name
         as  the   Definitive   Security  to  be  exchanged,   and  the
         Registrar  thereupon  shall  cancel or caused to be  cancelled
         such  Definitive  Security  and  concurrently   therewith  the
         Company  shall  execute and  Trustee  shall  authenticate  and
         deliver,  one  or  more  Definitive  Securities  in  the  same
         aggregate  principal  amount and  registered  in the same name
         as the Definitive Security being exchanged.

                      (iv)  Definitive  Security  to  Global  Security.
         If a holder  of a  Definitive  Security  wishes at any time to
         transfer such  Definitive  Security (or portion  thereof) to a
         Person who is not  required  to take  delivery  thereof in the
         form of a Definitive  Security,  such holder shall, subject to
         the  restrictions  on  transfer  set forth  herein and in such
         Definitive  Security  and  the  rules  of the  Depositary  and
         Euroclear  and Cedel Bank, as  applicable,  cause the exchange
         of such Definitive  Security for a beneficial  interest in the
         Global  Security.  Upon  receipt by the  Registrar of (1) such
         Definitive  Security,  duly endorsed as provided  herein,  (2)
         instructions   from  such  holder  directing  the  Trustee  to
         increase  the  aggregate   principal   amount  of  the  Global
         Security  deposited  with the  Depository  or with the Trustee
         as  custodian  for  the   Depository  by  the  same  aggregate
         principal  amount at  maturity as the  Definitive  Security to
         be exchanged,  such  instructions to contain the name or names
         of a member  of, or  participant  in, the  Depository  that is
         designated  as the  transferee,  the account of such member or
         participant and other appropriate delivery  instructions,  (3)
         the  assignment  form on the back of the  Definitive  Security
         completed  in full  (certifying  in effect that such  transfer
         complies with Rule 144A or  Regulation S under the  Securities
         Act  or is  otherwise  being  made  to a  Person  who  is  not
         required to take  delivery  of such  Security in the form of a
         Definitive  Security)  and (4) such  other  certifications  or
         other  information  and, in the case of transfers  pursuant to
         Rule 144 under  the  Securities  Act,  legal  opinions  as the
         Company may  reasonably  require to confirm that such transfer
         is  being  made  pursuant  to  an  exemption  from,  or  in  a
         transaction not subject to, the  registration  requirements of
         the  Securities  Act,  then the  Registrar,  shall  cancel  or
         cause   to  be   canceled   such   Definitive   Security   and
         concurrently    therewith   shall   increase   the   aggregate
         principal   amount  of  the  Global   Security   by  the  same
         aggregate   principal   amount  as  the  Definitive   Security
         canceled.

                      (v)  Other   Exchanges.   In  the  event  that  a
         Global  Security is exchanged  for  Securities  in  definitive
         registered  form  pursuant  to  Section  2.10,  prior  to  the
         effectiveness of a Shelf  Registration  Statement with respect
         to such  Securities,  such Securities may be exchanged only in
         accordance   with  such   procedures   as  are   substantially
         consistent  with the  provisions  of  clauses  (ii) and  (iii)
         above (including the  certification  requirements  intended to
         ensure   that  such   transfers   comply  with  Rule  144A  or
         Regulation  S under the  Securities  Act,  as the case may be)
         and  such  other  procedures  as may  from  time  to  time  be
         adopted by the Company.

         (b) Except in connection with a Shelf  Registration  Statement
contemplated  by and in accordance  with the terms of the  Registration
Agreement,   if  Securities  are  issued  upon  the   registration   of
transfer,  exchange or replacement  of Securities  bearing a Restricted
Securities   Legend,  or  if  a  request  is  made  to  remove  such  a
Definitive  Securities  Legend on Securities,  the Securities so issued
shall  bear  the  Restricted   Securities   Legend,   or  a  Restricted
Securities  Legend  shall not be  removed,  as the case may be,  unless
there is delivered to the Company such  satisfactory  evidence,  which,
in the  case  of a  transfer  made  pursuant  to  Rule  144  under  the
Securities  Act,  may  include  an  opinion  of  counsel   licensed  to
practice law in the State of New York,  as may be  reasonably  required
by the  Company,  that  neither  the  legend  nor the  restrictions  on
transfer  set forth  therein  are  required  to ensure  that  transfers
thereof  comply  with  the  provisions  of  Rule  144A,   Rule  144  or
Regulation S under the Securities  Act or that such  Securities are not
"restricted"  within  the  meaning  of Rule 144  under  the  Securities
Act.  Upon  provision  to the  Company of such  satisfactory  evidence,
the  Trustee,   at  the  written   direction  of  the  Company,   shall
authenticate  and deliver  Securities that do not bear the legend.  The
Company  shall not  otherwise  be entitled to require the delivery of a
legal  opinion  in   connection   with  any  transfer  or  exchange  of
Securities.

         (c)   Neither  the  Trustee  nor  any  Agent  shall  have  any
responsibility for any actions taken or not taken by the Depositary.

         (d) The Trustee  shall have no  obligation or duty to monitor,
determine  or  inquire  as  to  compliance  with  any  restrictions  on
transfer  imposed  under this  Indenture or under  applicable  law with
respect to any  transfer  of any  interest in any  Security  (including
any   transfers   between  or  among   Depositary's   participants   or
beneficial  owners of interests in any Global  Security)  other than to
require  delivery of such  certificates  and other  documentation as is
expressly  required  by,  and to do so if and when  expressly  required
by, the terms of this  Indenture  and to examine the same to  determine
substantial  compliance  as  to  form  with  the  express  requirements
hereof.

         . If the holder of a Security  claims  that the  Security  has
been  lost,  destroyed  or  wrongfully  taken  or if such  Security  is
mutilated  and is  surrendered  to the  Registrar,  the  Company  shall
issue and the Trustee  shall  authenticate  a  replacement  Security if
the  Trustee's  and the  Company's  requirements  (as  shall  have been
previously   communicated  to  the  Trustee  in  a  written  letter  of
standing  instruction)  are met. An indemnity  bond must be  sufficient
in the judgment of each of the  foregoing  to protect the Company,  the
Trustee,  any Agent or any  authenticating  agent  from any loss  which
any of them may suffer if a  Security  is  replaced.  The  Company  may
charge for its expenses in replacing a Security.

         In  case  any  such  mutilated,   destroyed,  lost  or  stolen
Security  has  become  or is about to  become  due and  payable,  or is
about to be redeemed or  purchased  by the Company  pursuant to Article
III  hereof  or  converted  into  shares of Common  Stock  pursuant  to
Article V  hereof,  the  Company  in its  discretion  may,  instead  of
issuing a new Security,  pay,  redeem or convert such Security,  as the
case may be.

         Every  replacement  Security 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 Securities duly
issued  hereunder.  The  provisions  of this Section 2.07 are exclusive
and  shall  preclude  (to the  extent  lawful)  all  other  rights  and
remedies  with  respect to the  replacement  of  mutilated,  destroyed,
lost or stolen Securities.

         .  The  Securities   outstanding  at  any  time  are  all  the
Securities  authenticated  by the Trustee  except for those canceled by
it, those  delivered  to it for  cancellation,  and those  described in
this Section as not outstanding.

         If a Security is replaced,  paid,  redeemed or  converted,  it
ceases to be outstanding  unless,  in the case of a replaced  Security,
the  Trustee  receives  proof  satisfactory  to it  that  the  replaced
Security is held by a bona fide purchaser.

         If Securities are  considered  paid under Section 4.01 hereof,
they cease to be outstanding and interest (and Liquidated  Damages,  if
any) on them ceases to accrue.

         Except as set forth in  Section 2.09  hereof,  a Security does
not cease to be  outstanding  because  the Company or an  Affiliate  of
the Company holds the Security.

         . In  determining  whether  the  Noteholders  of the  required
principal  amount  of  Securities  have  concurred  in  any  direction,
waiver or consent,  Securities  owned by the Company or an Affiliate of
the Company  shall be  considered  as though they are 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  Securities  which a Trust  Officer  actually  knows  are so owned
shall be so disregarded.

         Section  2.10.  Temporary  Securities;  Exchange  of  Global  
Security . r Definitive Securities

         (a) Until  definitive  Securities are ready for delivery,  the
Company  may  prepare  and the  Trustee  shall  authenticate  temporary
Securities.  Temporary  Securities  shall be  substantially in the form
of  definitive  Securities  but may have  variations  that the  Company
considers   appropriate   for   temporary   Securities   and  shall  be
reasonably  acceptable  to the  Trustee.  Without  unreasonable  delay,
the  Company  shall   prepare  and  the  Trustee   shall   authenticate
definitive Securities in exchange for temporary Securities.

         (b) Except  for  transfers  made in  accordance  with  Section
2.06 (a), a Global  Security  deposited with the Depositary or with the
Trustee as  custodian  for the  Depositary  pursuant  to  Section  2.01
shall be transferred  to the  beneficial  owners thereof in the form of
certificated  Securities  in  definitive  form  only if  such  transfer
complies  with  Section  2.06  and  (i)  the  Depositary  notifies  the
Company that it is unwilling  or unable to continue as  Depositary  for
such Global Security or if at any time such  Depositary  ceases to be a
"clearing  agency"  registered  under the  Exchange Act and a successor
Depositary  is not  appointed  by the  Company  within  90 days of such
notice, or (ii) an Event of Default has occurred and is continuing.

         (c)  Any  Global   Security  or  interest   thereon   that  is
transferable   to  the  beneficial   owners  thereof  in  the  form  of
certificated  Securities  in  definitive  form  shall,  if  held by the
Depository,  be surrendered  by the Depositary to the Trustee,  without
charge,  and the Trustee  shall  authenticate  and  deliver,  upon such
transfer of each portion of such Global  Security,  an equal  aggregate
principal  amount of  Securities  of  authorized  denominations  in the
form of  certificated  Securities in definitive  form. Any portion of a
Global  Security   transferred   pursuant  to  this  Section  shall  be
executed,  authenticated  and delivered only in denominations of $1,000
and any integral  multiple  thereof and registered in such names as the
Depositary  shall direct.  Any  Securities in the form of  certificated
Securities  in  definitive  form  delivered in exchange for an interest
in the Global Security shall,  except as otherwise  provided by Section
2.06(b),  bear the Restricted  Definitive  Securities  Legend set forth
in Exhibit A hereto.

         (d) Prior to any  transfer  pursuant to Section  2.10(b),  the
registered   holder  of  a  Global   Security  may  grant  proxies  and
otherwise  authorize  any Person,  including  Agent Members and Persons
that may hold  interests  through  Agent  Members,  to take any  action
which  a  holder  is  entitled  to take  under  this  Indenture  or the
Securities.

         (e)  The  Company  will  make   available  to  the  Trustee  a
reasonable  supply  of  certificated   Securities  in  definitive  form
without interest coupons.

         . The  Company  at any  time  may  deliver  Securities  to the
Registrar   for   cancellation.   The   Registrar,   Paying  Agent  and
Conversion   Agent  shall   forward  to  the  Trustee  any   Securities
surrendered  to  them  for   registration   of  transfer,   redemption,
conversion,  exchange or payment.  The Trustee  shall  promptly  cancel
all Securities  surrendered for  registration of transfer,  redemption,
conversion,  exchange,  payment,  replacement or cancellation and shall
dispose  of  all  such  canceled  Securities  in  accordance  with  its
customary  procedures.  The  Company  may not issue new  Securities  to
replace  Securities  that it has paid or that  have been  delivered  to
the Registrar for cancellation or that any holder has converted.

         All  Securities  which are  redeemed,  purchased  or otherwise
acquired  by the  Company  or any of  its  Subsidiaries  or  Affiliates
prior to the final maturity date of the  Securities  shall be delivered
to the  Trustee  for  cancellation  and the  Company  may  not  hold or
resell any such  Securities or issue any new  Securities to replace any
such  Securities  or any  Securities  that  any  holder  has  converted
pursuant to this Indenture.

         . Interest  (including  Liquidated Damages, if any) on any ved
Security  which is payable,  and is  punctually  paid or duly  provided
for on any  March 15  or  September 15  shall be paid to the  Person in
whose name such  Security (or one or more  predecessor  Securities)  is
registered  at the  close  of  business  on the  record  date  for such
interest   payment,   which  shall  be  the  February 15  or  August 15
(whether or not a Business  Day)  immediately  preceding  such interest
payment date.

         Any interest and Liquidated  Damages,  if any, on any Security
which is payable,  but is not punctually  paid or duly provided for, on
any  interest  payment  date  (herein  collectively  called  "Defaulted
Interest")  shall  forthwith  cease  to be  payable  to the  registered
holder  on  the  relevant  record  date,  and,  except  as  hereinafter
provided,  such  Defaulted  Interest and any  interest  payable on such
Defaulted  Interest may be paid by the  Company,  at its  election,  as
provided in subsection (a) or (b) below:

                  (a) The  Company  may  elect to make  payment  of any
         Defaulted   Interest,   and  any  interest   payable  on  such
         Defaulted  Interest,   to  the  Persons  in  whose  names  the
         Securities  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 in writing of the amount of
         Defaulted  Interest  proposed to be paid on the Securities and
         the date of the  proposed  payment,  and at the same  time the
         Company  shall  deposit  with the  Trustee  an amount of money
         equal to the aggregate  amount  proposed to be paid in respect
         of such Defaulted Interest  (including  Liquidated Damages, if
         any) or shall make  arrangements  satisfactory  to the Trustee
         for such deposit  prior to the date of the  proposed  payment,
         such  money  when  deposited  to be  held  in  trust  for  the
         benefit of the  Persons  entitled to such  Defaulted  Interest
         as provided in this  subsection  (a).  Thereupon,  the Trustee
         shall  fix a  special  record  date  for the  payment  of such
         Defaulted  Interest  which  shall be not more than 15 calendar
         days and not less than 10  calendar  days prior to the date of
         the  proposed  payment  and not  less  than 10  calendar  days
         after  the  receipt  by  the  Trustee  of  the  notice  of the
         proposed  payment.  The  Trustee  shall  promptly  notify  the
         Company 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 sent,  first class mail,  postage
         prepaid,  to  each  holder  at  such  holder's  address  as it
         appears in the register for the  Securities,  not less than 10
         calendar  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  Securities  are  registered at the
         close of  business  on such  special  record date and shall no
         longer be payable pursuant to the following subsection (b).

                  (b) The  Company  may make  payment of any  Defaulted
         Interest   and  any   interest   payable  on  such   Defaulted
         Interest,  on the  Securities  in any other lawful  manner not
         inconsistent   with  the   requirements   of  any   securities
         exchange  on which  the  Securities  may be  listed,  and upon
         such  notice as may be required by such  exchange,  if,  after
         notice  given by the  Company to the  Trustee of the  proposed
         payment  pursuant  to this  clause,  such  manner  of  payment
         shall be deemed practicable by the Trustee.

         Subject  to the  foregoing  provisions  of this  Section 2.12,
each Security  delivered  under this  Indenture  upon  registration  of
transfer  of, or in  exchange  for,  or in lieu of, or in  substitution
for,  any other  Security,  shall  carry the  rights to  interest  (and
Liquidated  Damages,  if any) accrued and unpaid, and to accrue,  which
were carried by such other Security.

         .  Interest on the  Securities  shall be computed on the basis
of a 360-day year  consisting  of twelve  30-day  months.  In the event
that any  principal  of or premium,  if any, or interest or  Liquidated
Damages,  if any, on the  Securities  is not paid when due, then except
to the extent  permitted by law, such overdue  principal,  premium,  if
any,  interest and  Liquidated  Damages,  if any,  shall bear  interest
until  paid at the  Default  Rate,  compounded  semi-annually.  As used
herein,  the term "Default  Rate" means,  as of any date and whether or
not any  Securities  are  outstanding  on such  date,  a rate per annum
equal to (i) 5% per annum  plus  (ii) if  a  Registration  Default  (as
defined in the  Registration  Agreement) has occurred and is continuing
on such  date,  the per  annum  rate of  interest  at which  Liquidated
Damages on the  Securities  are being  computed  on such date or, if no
Securities  are  outstanding  on  such  date,  the  per  annum  rate of
interest  at which  Liquidated  Damages  on the  Securities  would have
been computed on such date if the Securities were outstanding.

         . The  Company in  issuing  the  Securities  may use a "CUSIP"
number in  notices  of  redemption  or  exchange  as a  convenience  to
holders;   provided   that  any  such   notice   may   state   that  no
representation  is made as to the  correctness or accuracy of the CUSIP
number  printed in the notice or on the  Securities  and that  reliance
may be placed only on the other  identification  numbers printed on the
Securities.  The  Company  shall  promptly  notify  the  Trustee of any
change in the CUSIP number.

         . The  Company  agrees  that it will  refuse to  register  any
transfer  of  Securities  or any  shares of Common  Stock  issued  upon
conversion  of  Securities  that is not  made in  accordance  with  the
provisions of  Regulation S  under the  Securities  Act,  pursuant to a
registration  statement  which has been  declared  effective  under the
Securities  Act  or  pursuant  to  an  available   exemption  from  the
registration  requirements  of the  Securities  Act;  provided that the
provisions   of  this   paragraph   shall  not  be  applicable  to  any
Securities which do not bear a Restricted  Securities  Legend or to any
shares of Common Stock  evidenced by  certificates  which do not bear a
Restricted Common Stock Legend.

         . Prior to due  presentment  of a  Security  for  registration
of  transfer,  the  Company,  the  Trustee and any Agent of the Company
may treat the Person in whose name such  Security is  registered as the
owner  of such  Security  for  the  purpose  of  receiving  payment  of
principal  of and premium,  if any,  and (subject to Sections  2.06 and
2.13 above) interest and Liquidated  Damages,  if any, on such Security
and for all other  purposes  whatsoever,  whether or not such  Security
be overdue,  and neither the  Company,  the Trustee nor any Agent shall
be affected by notice to the contrary.



                              ARTICLE III


                              REDEMPTION

         . If the  Company  elects to  redeem  Securities  pursuant  to
Section  3.07  hereof,  it shall  notify the  Trustee in writing of the
redemption   date  and  the  principal   amount  of  Securities  to  be
redeemed.  The  Company  shall give each  notice  provided  for in this
Section  3.01 at least 45 days  before the  redemption  date  (unless a
shorter notice period shall be satisfactory to the Trustee).

         . If less  than all the  Securities  are to be  redeemed,  the
Trustee  shall  select the  Securities  to be redeemed by a method that
complies with the  requirements  of the principal  national  securities
exchange,  if any,  on which  the  Securities  are  listed,  or, if the
Securities  are not so listed,  on a pro rata basis,  by lot or by such
other method as the Trustee  considers fair and appropriate;  provided,
however,  that no  Securities  of  $1,000 in  principal  amount or less
shall be redeemed in part.  The Trustee  shall make the  selection  not
more  than 60 days  and not less  than 30 days  before  the  redemption
date  from   Securities   outstanding   not   previously   called   for
redemption.  The  Trustee  may select for  redemption  portions  of the
principal of  Securities  that have  denominations  larger than $1,000.
Securities  and  portions  of them it  selects  shall  be in  principal
amounts  of $1,000 or  integral  multiples  of  $1,000.  Provisions  of
this  Indenture  that apply to Securities  called for  redemption  also
apply to  portions of  Securities  called for  redemption.  The Trustee
shall  notify the  Company  promptly of the  Securities  or portions of
Securities to be called for redemption.

         If any Security  selected for partial  redemption is converted
in part after such  selection,  the converted  portion of such Security
shall be deemed  (so far as may be) to be the  portion  to be  selected
for  redemption.  The  Securities  (or  portions  thereof)  so selected
shall be deemed duly selected for redemption  for all purposes  hereof,
notwithstanding  that any such  Security  is  converted  in whole or in
part  before  the  mailing  of  the  notice  of  redemption.  Upon  any
redemption  of  less  than  all the  Securities,  the  Company  and the
Trustee  may  treat  as  outstanding  any  Securities  surrendered  for
conversion  during the period 15 days next  preceding  the mailing of a
notice of  redemption  and need not treat as  outstanding  any Security
authenticated  and  delivered  during such  period in exchange  for the
unconverted  portion of any  Security  converted  in part  during  such
period.

         . At  least  30 days  but not  more  than  60  days  before  a
redemption  date,  the  Company  shall mail a notice of  redemption  to
each  holder  whose  Securities  are to be  redeemed  at such  holder's
registered address.

         The  notice  shall  identify  the  Securities  to be  redeemed
(including the CUSIP number) and shall state:

                  (a) the redemption date;

                  (b) the  redemption  price and the amount accrued and
         unpaid interest and Liquidated Damages, if any, to be paid;

                  (c) if any  Security is being  redeemed in part,  the
         portion  of  the  principal  amount  of  such  Security  to be
         redeemed   and  that,   after  the   redemption   date,   upon
         cancellation  of such  Security,  a new Security or Securities
         in principal  amount equal to the  unredeemed  portion will be
         issued in the name of the holder thereof;

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

                  (e) that  Securities  called for  redemption  must be
         surrendered  to the  Paying  Agent to collect  the  redemption
         price plus accrued interest and Liquidated Damages, if any;

                  (f)  that,  unless  the  Company  defaults  in making
         such  redemption  payment  or the Paying  Agent is  prohibited
         from  making  such  payment  pursuant  to the  terms  of  this
         Indenture,  by  law  or  otherwise,  interest  and  Liquidated
         Damages,  if applicable,  on Securities  called for redemption
         cease to accrue on and after the redemption date;

                  (g)  the  paragraph  of the  Securities  pursuant  to
         which  the   Securities   called  for   redemption  are  being
         redeemed; and

                  (h)  any  other   information   necessary  to  enable
         holders to comply with the notice of redemption.

         Such  notice  shall also state the  current  Conversion  Price
and  the  date on  which  the  right  to  convert  such  Securities  or
portions thereof into Common Stock of the Company will expire.

         At the  Company's  request,  the Trustee  shall give notice of
redemption  in the  Company's  name and at the  Company's  expense.  In
such  event,   the  Company   shall   provide  the  Trustee   with  the
information   required  by  this  Section  3.03  in  a  timely  manner;
provided  that the  Company  shall  give the  Trustee  not less than 60
days' written notice unless the Trustee consents to a shorter period.

         . Once  notice of  redemption  is  mailed,  Securities  called
for  redemption  become due and payable on the  redemption  date at the
price set forth in the Security plus interest and  Liquidated  Damages,
if any,  accrued  and  unpaid to the  redemption  date;  provided  that
accrued  interest and  Liquidated  Damages which are due and payable on
any interest  payment date which is on or prior to the redemption  date
shall be payable  to the  holders  of such  Securities,  or one or more
predecessor  Securities,  registered  as such at the close of  business
on  the  relevant  record  date;  and  provided,  further,  that  if  a
redemption  date is not a Business  Day,  payment shall be made on that
next  succeeding  Business  Day and no  interest  shall  accrue for the
period  from  such  redemption  date to such  succeeding  Business  Day
unless the Company  shall  default in the payment due on such  Business
Day.  Upon  surrender to the Paying  Agent,  such  Securities  shall be
paid at the  redemption  price stated in such  notice.  Failure to give
notice or any defect in the  notice to any holder  shall not affect the
validity of the notice to any other holder.

         The notice if mailed in the manner  herein  provided  shall be
conclusively  presumed  to have been  given.  In any case,  failure  to
give such  notice  to any  holder  or any  defect in the  notice to any
holder  of any  Security  designated  for  redemption  as a whole or in
part  shall  not  affect  the  validity  of  the  proceedings  for  the
redemption of any other Securities.

         .  Prior  to  10:00   A.M.   (New  York  City   time)  on  the
redemption  date,  the Company  shall  deposit  with the Trustee or the
Paying Agent in immediately  available  funds,  money sufficient to pay
the   redemption   price  of  and  accrued  and  unpaid   interest  and
Liquidated   Damages,   if   applicable,   to  but  not  including  the
redemption  date  on  all  Securities  to  be  redeemed  on  that  date
(subject  to the right of  holders  of record  on the  relevant  record
date to receive  interest (and Liquidated  Damages,  if applicable) due
on an interest payment date) unless  theretofore  converted into Common
Stock  pursuant to the  provisions  hereof.  The Trustee or such Paying
Agent  shall  return to the  Company  any money not  required  for that
purpose.

         So long as the Company  complies with the preceding  paragraph
and the other  provisions  of this  Article  III and  unless the Paying
Agent is prohibited  from making such payment  pursuant to the terms of
this  Indenture,   by  law  or  otherwise,   interest  (and  Liquidated
Damages,  if any) on the  Securities  to be redeemed on the  applicable
redemption  date shall cease to accrue  from and after such  redemption
date and such  Securities  or portions  thereof  shall be deemed not to
be  entitled  to any  benefit  under this  Indenture  except to receive
payment on the redemption  date of the  redemption  price plus interest
and Liquidated  Damages,  if any,  accrued and unpaid to the redemption
date.  If any  Security  called  for  redemption  shall  not be so paid
upon surrender for  redemption,  then,  from the redemption  date until
such  redemption  price   (including,   without   limitation,   accrued
interest and Liquidated  Damages,  if any) is paid in full, the Company
shall pay  interest,  to the  extent  permitted  by law,  on the unpaid
principal of and premium,  if any, interest and Liquidated  Damages, if
any, on such Security at the Default Rate, compounded semiannually.

         . Upon  surrender  of a  Security  that is  redeemed  in part,
the  Company  shall issue and the Trustee  shall  authenticate  for the
holder  at  the  expense  of  the  Company  a  new  Security  equal  in
principal   amount  to  the   unredeemed   portion   of  the   Security
surrendered.

         .  The   Company   may  redeem  all  or  any  portion  of  the
Securities,  upon the terms and at the  redemption  prices set forth in
each of the  Securities.  Any redemption  pursuant to this Section 3.07
shall be made  pursuant to the  provisions of Section 3.01 through 3.06
hereof.

         .  tion 3.08.  Designated Event Offer

         (a) In the event that,  pursuant to Section 4.07  hereof,  the
Company  shall  commence a Designated  Event Offer,  the Company  shall
follow the procedures in this Section 3.08.

         (b)  The  Designated  Event  Offer  shall  remain  open  for a
period  specified  by the  Company  which shall be no less than 30 days
and no more than 60 days  from and  including  the date of the  mailing
of   notice  in   accordance   with   Section   3.08(d)   hereof   (the
"Commencement  Date"),  except to the  extent  that a longer  period is
required  by  applicable  law (the  "Tender  Period").  On the day (the
"Designated  Event Payment  Date")  immediately  following the last day
of the Tender Period,  the Company shall purchase the principal  amount
of Securities duly surrendered for repurchase and not withdrawn.

         (c) If a  Designated  Event  Payment  Date is  after a  record
date and before the related  interest  payment date,  accrued  interest
and Liquidated  Damages,  if any, to the related  interest payment date
will be paid to the  persons in whose names the  Securities  (or one or
more  predecessor  Securities)  are registered at the close of business
on  such  record  date,  notwithstanding  the  repurchase  of any  such
Securities on such  Designated  Event  Payment Date,  and no additional
interest  or   Liquidated   Damages,   if  any,   will  be  payable  to
Noteholders  who tender  Securities  for  purchase  on such  Designated
Event Payment Date.

         (d)  The  Company  shall  provide  the  Trustee  with  written
notice of the  Designated  Event Offer at least 10 Business Days before
the Commencement Date.

         (e) Within 30 days  following  any  Designated  Event,  unless
the  Company is entitled  to and has  previously  elected to redeem all
of the  outstanding  Securities at its option and has previously  given
holders  notice  of its  intention  to  redeem  all of the  outstanding
Securities  in  accordance  with  Article III  of this  Indenture,  the
Company or the Trustee  (at the  request  and  expense of the  Company)
shall send,  by first class mail, a notice to each of the  Noteholders,
which shall  govern the terms of the  Designated  Event Offer and shall
state:

                      (i)  that  the  Designated  Event  Offer is being
         made  pursuant to this  Section 3.08  and Section  4.07 hereof
         and that all  Securities  validly  tendered  will be  accepted
         for payment;

                      (ii)  the  purchase   price  (as   determined  in
         accordance  with  Section  4.07  hereof ,  subject  to Section
         3.08(c)  hereof),  the  length  of time the  Designated  Event
         Offer will remain open and the Designated Event Payment Date;

                      (iii) that any  Security  or portion  thereof not
         validly  tendered or accepted  for  payment  will  continue to
         accrue  interest and Liquidated  Damages,  if applicable,  and
         will continue to have conversion rights;

                      (iv) that,  unless the  Company  defaults  in the
         payment of the  Designated  Event  Payment,  any  Security  or
         portion   thereof   accepted  for  payment   pursuant  to  the
         Designated  Event  Offer shall  cease to accrue  interest  and
         Liquidated  Damages,   if  applicable,   from  and  after  the
         Designated   Event   Payment  Date  and  will  cease  to  have
         conversion rights after the Designated Event Payment Date;

                      (v)   that   Noteholders   electing   to  have  a
         Security  or  portion  thereof   purchased   pursuant  to  any
         Designated  Event  Offer will be  required  to  surrender  the
         Security,  with the form  entitled  "Option of  Noteholder  To
         Elect Purchase" on the reverse of the Security  completed,  to
         a Paying Agent at the address  specified in the notice  (which
         shall  include and address in the  Borough of  Manhattan,  The
         City of New  York)  prior  to the  close  of  business  on the
         third  Business Day  preceding  the  Designated  Event Payment
         Date;

                      (vi)  that   Noteholders   will  be  entitled  to
         withdraw  their  election  if a  Paying  Agent  receives,  not
         later than the close of  business on the second  Business  Day
         preceding  the  Designated  Event  Payment  Date,  a letter or
         facsimile   transmission   setting   forth  the  name  of  the
         Noteholder,   the  principal   amount  of  the  Securities  or
         portion  thereof  delivered for purchase and a statement  that
         such  Noteholder  is  withdrawing  his  election  to have such
         Securities or portions thereof purchased; and

                      (vii)  that  Noteholders   whose  Securities  are
         being  purchased  only in part will be issued  new  Securities
         equal in principal  amount to the  unpurchased  portion of the
         Securities  surrendered,  which  unpurchased  portion  must be
         equal to $1,000 in  principal  amount or an integral  multiple
         thereof.

         In  addition,  the  notice  shall  contain  all  instructions,
other  information  and  materials  that the Company  shall  reasonably
deem  necessary  to  enable  such  Noteholders  to  tender   Securities
pursuant  to  the  Designated  Event  Offer  or  to  withdraw  tendered
Securities.  If the  Company  is  not  required  to  mail  such  notice
because,  as provided  above,  it has  previously  given  notice of its
intention   to  redeem  the   Securities   in  whole  but  the  Company
thereafter  defaults in the payment of the redemption  price (including
accrued  interest  and  Liquidated  Damages,  if  any)  on  any  of the
Securities on the relevant  redemption  date, then the Company shall be
required  to give  notice  pursuant  to this  Section 3.08(e)  no later
than the second Business Day following such  redemption  date, in which
case the Tender  Period  shall be 30 days  except to the extent  that a
longer  period is  required  by  applicable  law. In the event that the
Company is  required  by  applicable  law to extend  the Tender  Period
beyond the  Designated  Event  Payment  Date set forth in such  notice,
the Company  will,  as promptly as possible,  issue a press release and
send  notice  to  holders   announcing   such  extension  and  the  new
Designated  Event  Payment  Date,  which press release and notice shall
state the new deadlines for surrendering and withdrawing Securities.

         (f)  Prior  to  10:00  A.M.   (New  York  City  Time)  on  the
Designated  Event Payment Date, the Company shall  irrevocably  deposit
with the Trustee or the Paying  Agent in  immediately  available  funds
an amount  equal to the  Designated  Event  Payment  in  respect of all
Securities  or portions  thereof  validly  tendered and not  withdrawn,
such  funds to be held for  payment  in  accordance  with the  terms of
this Section 3.08. On the  Designated  Event Payment Date,  the Company
shall,  to the extent lawful,  (i) accept for payment the Securities or
portions  thereof  validly  tendered  pursuant to the Designated  Event
Offer,  (ii) deliver  or  cause  to be  delivered  to the  Trustee  the
Securities  so accepted and  (iii) deliver  to the Trustee an Officers'
Certificate  identifying  the Securities or portions  thereof  tendered
and not  withdrawn  to the  Company and  stating  that such  Securities
have been  accepted for payment by the Company in  accordance  with the
terms of this Section  3.08.  The Paying Agent shall  promptly  (but in
any case not later than five calendar days after the  Designated  Event
Payment  Date) mail or deliver to each holder of Notes so accepted  for
payment  an  amount  equal to the  Designated  Event  Payment  for such
Securities,  and the Trustee shall  promptly  authenticate  and mail or
otherwise  deliver  to each such  Noteholder  a new  Security  equal in
principal   amount  to  any   unpurchased   portion  of  the   Security
surrendered;  provided  that each new Security  shall be in a principal
amount of $1,000 or an integral  multiple  thereof.  Any Securities not
so accepted  shall be promptly  mailed or otherwise  delivered by or on
behalf  of the  Company  to  the  holders  thereof.  The  Company  will
publicly  announce the results of the Designated  Event Offer on, or as
soon as practicable after, the Designated Event Payment Date.

         (g) The  Designated  Event  Offer shall be made by the Company
in compliance  with all  applicable  provisions of the Exchange Act and
any  other   securities  laws  and  regulations   (including,   without
limitation,  Rules  13e-4 and  14e-1  under  the  Exchange  Act) to the
extent such laws and  regulations  are  applicable in  connection  with
the  repurchase  of the  Securities  in  connection  with a  Designated
Event.

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



                              ARTICLE IV


                               COVENANTS

         . The Company  shall pay the principal  of,  premium,  if any,
and  interest  (and   Liquidated   Damages,   if   applicable)  on  the
Securities  on the dates and in the manner  provided in the  Securities
and this  Indenture.  Principal,  premium,  if any, and  interest  (and
Liquidated  Damages,  if  applicable)  shall be considered  paid on the
date due if the Paying  Agent  (other than the Company or an  Affiliate
of  the  Company)   holds  on  that  date  money   designated  for  and
sufficient  to pay all  principal,  premium,  if any and interest  (and
Liquidated  Damages,  if any)  then  due and such  Paying  Agent is not
prohibited  from  paying  such  money to the  Noteholders  on that date
pursuant  to the terms of this  Indenture.  To the extent  lawful,  the
Company  shall pay interest  (including  post-petition  interest in any
proceeding  under  any  Bankruptcy  Law)  on  overdue  installments  of
interest (and on overdue  principal,  premium,  if any, and  Liquidated
Damages,  if applicable  (in each case without regard to any applicable
grace period)), at the Default Rate, compounded semiannually.

         .  The  Company  will  comply  with  the  requirements  of TIA
Section  314(a).  In  addition,  whether or not  required  by the rules
and   regulations   of  the  SEC,  so  long  as  any   Securities   are
outstanding,  the Company  will file with the SEC and furnish  (without
exhibits)  to  the  Trustee  and  to  the  holders  of  Securities  all
quarterly  and annual  financial  information  required to be contained
in a  filing  with  the  SEC  on  Forms  10-Q  and  10-K,  including  a
"Management's  Discussion  and  Analysis of  Financial  Conditions  and
Results  of  Operations"  and,  with  respect  to  annual  consolidated
financial   statements  only,  a  report  on  the  annual  consolidated
financial   statements   by   the   Company's   certified   independent
accountants.  The  Company  shall not be required to file any report or
other  information  with  the  SEC if the  SEC  does  not  permit  such
filing.  Delivery of such  reports,  information  and  documents to the
Trustee is for  informational  purposes only and the Trustee's  receipt
thereof shall not  constitute  constructive  notice of any  information
contained therein or determinable from information  contained  therein,
including   the  Company's   compliance   with  any  of  its  covenants
hereunder.

         In  addition,  if the  Company  at any time is not  subject to
either  Section 13  or 15(d) of the  Exchange  Act,  the  Company  will
provide to each holder and  beneficial  owner of Securities  and shares
of Common  Stock  issued  upon  conversion  of  Securities,  and to any
prospective  purchaser  designated  by any such  holder  or  beneficial
owner,   upon   request,   the   information   required   pursuant   to
Rule 144A(d)(4) of the Securities Act.

         . The Company  shall  deliver to the Trustee,  within 120 days
after  the  end of  each  fiscal  year  of the  Company,  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 has kept,  observed,  performed  and
fulfilled its  obligations  under,  and complied with the covenants and
conditions  contained in, this Indenture,  and further  stating,  as to
each such Officer  signing such  certificate,  that to the best of such
Officer's  knowledge  the Company  has kept,  observed,  performed  and
fulfilled  each and every  covenant,  and complied  with the  covenants
and  conditions  contained in this  Indenture  and is not in default in
the  performance  or  observance  of any of the terms,  provisions  and
conditions  hereof  (or,  if a Default or Event of  Default  shall have
occurred,  describing  all such  Defaults or Events of Default of which
such  Officer  may  have  knowledge)  and  that  to the  best  of  such
Officer's  knowledge  no event has occurred and remains in existence by
reason of which  payments on account of the  principal  of, or premium,
if any,  interest or  Liquidated  Damages,  if any, on, the  Securities
are prohibited.

         One of the Officers signing such Officers'  Certificate  shall
be  either  the  Company's  principal   executive  officer,   principal
financial officer or principal accounting officer.

         The  Company  will,  so  long  as any of  the  Securities  are
outstanding,  deliver to the Trustee,  forthwith upon, but in any event
within five Business Days after, becoming aware of:

                  (a) any  Default,  Event of Default or default in the
         performance   of  any   covenant,   agreement   or   condition
         contained in this Indenture; or

                  (b) any default under any other  mortgage,  indenture
         or instrument of the nature described in Section 8.01(e),

an Officers' Certificate  specifying such Default,  Event of Default or
default  and what  action the  Company is taking or  proposing  to take
with respect thereto.

         Immediately  upon the  occurrence  of any event giving rise to
an  obligation  of the Company to pay  Liquidated  Damages with respect
to the Securities in accordance  with  paragraph 11 of the form thereof
and  the  Registration   Agreement  or  the  termination  of  any  such
obligation,   the  Company  shall  give  the  Trustee  notice  of  such
commencement  or  termination,  of the  obligation  to  pay  Liquidated
Damages  with regard to the  Securities  and the amount  thereof and of
the  event  giving  rise  to such  commencement  or  termination  (such
notice  to be  contained  in an  Officers'  Certificate),  and prior to
receipt of such  Officers'  Certificate  the Trustee  shall be entitled
to assume that no such  commencement  or termination  has occurred,  as
the case may be.

         . The Company  covenants  (to the extent that it may  lawfully
do so) that it will  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,  which may affect the covenants or the  performance
of this  Indenture;  and the Company (to the extent it may  lawfully do
so) hereby  expressly  waives all benefit or advantage of any such law,
and  covenants  that it will not,  by  resort to any such law,  hinder,
delay or impede  the  execution  of any  power  herein  granted  to the
Trustee,  but will suffer and permit the  execution of every such power
as though no such law has been enacted.

         . Except as  provided  in  Article  VII  hereof,  the  Company
will do or cause to be done all things  necessary  to preserve and keep
in full force and effect its  corporate  existence  and the  corporate,
partnership  or other  existence of each  Subsidiary  of the Company in
accordance  with  the  respective   organizational   documents  of  the
Company and each  Subsidiary  and 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  Subsidiary,  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  and that the  loss  thereof  is not  adverse  in any  material
respect to the Noteholders.

         .  The  Company  shall  pay,  and  shall  cause  each  of  its
Subsidiaries to pay, prior to delinquency,  all taxes,  assessments and
governmental  levies,  except such as are  contested  in good faith and
by  appropriate   proceedings  and  for  which  adequate   reserves  in
accordance with GAAP or other appropriate provisions have been made.

         . Upon the  occurrence of a Designated  Event,  each holder of
Securities  shall have the right,  in accordance with this Section 4.07
and Section 3.08 hereof,  to require the Company to  repurchase  all or
any part  (equal to $1,000 or an  integral  multiple  thereof)  of such
holder's  Securities  pursuant  to  the  terms  of  an  offer  made  as
provided in Section 3.08 (the  "Designated  Event Offer") at a purchase
price equal to 100% of the principal  amount thereof,  plus accrued and
unpaid  interest  and  Liquidated  Damages,  if  any,  thereon  to  the
Designated Event Payment Date (the "Designated Event Payment").

         . As long  as any  Securities  are  outstanding,  the  Company
will  conduct  its  business  and  operations  so as not to  become  an
"investment  company" within the meaning of the Investment  Company Act
of 1940, as amended (the  "Investment  Company Act"), and will take all
steps  required  in order for it to continue  not to be an  "investment
company" and not to be required to be registered  under the  Investment
Company Act,  including,  if necessary,  redeployment  of the assets of
the Company.



                               ARTICLE V


                              CONVERSION

         . A holder of any  Security may convert the  principal  amount
thereof  (or any  portion  thereof  that  is an  integral  multiple  of
$1,000)  into fully paid and  nonassessable  shares of Common  Stock of
the Company at any time after 90 days  following  the Issuance Date and
prior  to the  close  of  business  on  the  Business  Day  immediately
preceding  the final  maturity  date of the Security at the  Conversion
Price  then in  effect,  except  that,  with  respect  to any  Security
called for  redemption,  such  conversion  right shall terminate at the
close  of  business  on the  Business  Day  immediately  preceding  the
redemption  date  (unless  the  Company  shall  default  in making  the
redemption  payment when it becomes  due, in which case the  conversion
right  shall  terminate  at the close of  business on the date on which
such  default  is  cured).   The  number  of  shares  of  Common  Stock
issuable  upon  conversion  of a Security is determined by dividing the
principal  amount of the Security  converted by the Conversion Price in
effect on the Conversion Date.

         "Conversion   Price"  means  $165.00,   as  the  same  may  be
adjusted  from time to time as  provided  in this  Article V;  provided
that,  for  purposes of  clarity,  it is hereby  understood  and agreed
that,  upon the  occurrence  of the Stock Split  (which it is currently
contemplated  will occur on April 2, 1999),  the Conversion Price will,
pursuant  to Section  5.06(a)  hereof,  automatically  be  adjusted  to
$82.50 per share.

         Provisions of this  Indenture  that apply to conversion of all
of a  Security  also apply to  conversion  of a portion of it. A holder
of  Securities  is not  entitled  to any  rights  of a holder of Common
Stock until such holder of  Securities  has converted  such  Securities
into  Common  Stock,  and only to the extent that such  Securities  are
deemed to have been converted into Common Stock under this Article V.

         .  To  convert  a  Security,   a  holder   must   satisfy  the
requirements  in  paragraph  10 of the  Securities.  The  date on which
the holder  satisfies all of those  requirements is the conversion date
(the  "Conversion  Date").  As promptly as  practicable on or after the
Conversion  Date,  the Company shall issue and deliver to the Trustee a
certificate  or  certificates  for the number of whole shares of Common
Stock  issuable  upon the  conversion  and a check or other payment for
any  fractional  share in an  amount  determined  pursuant  to  Section
5.03.  Such  certificate  or  certificates  will be sent by the Trustee
to the  Conversion  Agent for  delivery  to the  holder.  The Person in
whose name the  certificate is registered  shall become the stockholder
of record on the  Conversion  Date and, as of such date,  such Person's
rights as a Noteholder  with respect to the  converted  Security  shall
cease;  provided,  however,  that, except as otherwise provided in this
Section 5.02,  no  surrender  of a Security  on any date when the stock
transfer  books of the Company  shall be closed  shall be  effective to
constitute  the Person  entitled to receive the shares of Common  Stock
upon such  conversion  as the  stockholder  of record of such shares of
Common  Stock on such date,  but such  surrender  shall be effective to
constitute  the Person  entitled to receive such shares of Common Stock
as the  stockholder  of record thereof for all purposes at the close of
business  on the next  succeeding  day on  which  such  stock  transfer
books are  open;  provided,  further,  however,  that  such  conversion
shall be at the  Conversion  Price in  effect  on the  date  that  such
Security shall have been  surrendered for  conversion,  as if the stock
transfer books of the Company had not been closed.

         No payment or  adjustment  will be made for accrued and unpaid
interest  or  Liquidated   Damages  on  a  converted  Security  or  for
dividends  or  distributions  on,  or  Liquidated   Damages,   if  any,
attributable  to,  shares of Common Stock issued upon  conversion  of a
Security,  except  that,  if  any  holder  surrenders  a  Security  for
conversion  after  the close of  business  on any  record  date for the
payment  of an  installment  of  interest  and prior to the  opening of
business  on  the  next  succeeding   interest   payment  date,   then,
notwithstanding  such  conversion,  accrued  and  unpaid  interest  and
Liquidated  Damages,  if  applicable,  payable on such Security on such
interest  payment date shall be paid on such  interest  payment date to
the  person  who  was  the  holder  of  such  Security  (or one or more
predecessor  Securities)  at the  close  of  business  on  such  record
date.  In the case of any Security  surrendered  for  conversion  after
the  close  of  business  on a  record  date  for  the  payment  of  an
installment  of  interest  and prior to the  opening of business on the
next succeeding  interest payment date, then,  unless such Security has
been  called  for  redemption  on  a  redemption   date  or  is  to  be
repurchased  on a Designated  Event Payment Date after such record date
and  prior  to  such  interest   payment  date,  such  Security,   when
surrendered  for  conversion,  must be  accompanied  by  payment  in an
amount equal to the interest and  Liquidated  Damages,  if  applicable,
payable on such interest  payment date on the principal  amount of such
Security   so   converted.   Holders  of  Common   Stock   issued  upon
conversion  will not be entitled to receive  any  dividends  payable to
holders  of Common  Stock as of any  record  time  before  the close of
business on the Conversion Date.

         If a  holder  converts  more  than  one  Security  at the same
time,  the number of whole  shares of Common  Stock  issuable  upon the
conversion  shall be based on the total principal  amount of Securities
converted.

         Upon  surrender of a Security  that is converted in part,  the
Trustee  shall  authenticate  for the  holder a new  Security  equal in
principal   amount  to  the   unconverted   portion  of  the   Security
surrendered.

         . The  Company  will not  issue  fractional  shares  of Common
Stock upon  conversion  of a  Security.  In lieu  thereof,  the Company
will pay an amount in cash  based  upon the Daily  Market  Price of the
Common Stock on the Trading Day prior to the Conversion Date.

         . The  issuance  of  certificates  for shares of Common  Stock
upon the  conversion  of any Security  shall be made without  charge to
the  converting  Noteholder  for  such  certificates  or for any tax in
respect of the  issuance of such  certificates,  and such  certificates
shall be issued  in the  respective  names of, or in such  names as may
be  directed  by,  the holder or  holders  of the  converted  Security;
provided,  however,  that in the event that  certificates for shares of
Common  Stock  are to be issued  in a name  other  than the name of the
holder of the Security converted,  such Security,  when surrendered for
conversion,  shall be  accompanied  by an  instrument  of assignment or
transfer,  in form  satisfactory  to the Company,  duly executed by the
registered  holder  thereof  or  his  duly  authorized  attorney;   and
provided,  further,  however, that the Company shall not be required to
pay any tax which may be payable in  respect of any  transfer  involved
in the issuance and delivery of any such  certificates  in a name other
than that of the  holder of the  converted  Security,  and the  Company
shall not be required to issue or deliver such  certificates  unless or
until the person or  persons  requesting  the  issuance  thereof  shall
have  paid  to the  Company  the  amount  of  such  tax or  shall  have
established to the  satisfaction  of the Company that such tax has been
paid or is not applicable.

         .  The   Company   shall  at  all  times   reserve   and  keep
available,  free from  preemptive  rights,  out of its  authorized  but
unissued  Common  Stock,  solely  for  the  purpose  of  issuance  upon
conversion  of Securities as herein  provided,  a sufficient  number of
shares of Common  Stock to permit  the  conversion  of all  outstanding
Securities for shares of Common Stock.

         All  shares  of  Common   Stock   which  may  be  issued  upon
conversion  of  the  Securities  shall  be  duly  authorized,   validly
issued,  fully  paid and  nonassessable  when so  issued.  The  Company
shall  take  such  action  from time to time as shall be  necessary  so
that par value of the  Common  Stock  shall at all times be equal to or
less than the Conversion Price then in effect.

         The   Company   shall  from  time  to  time  take  all  action
necessary   so  that  the  Common   Stock  which  may  be  issued  upon
conversion  of  Securities,  immediately  upon their  issuance  (or, if
such Common  Stock is subject to  restrictions  on  transfer  under the
Securities  Act,  upon their  resale  pursuant  to an  effective  Shelf
Registration  Statement  or in a  transaction  pursuant  to  which  the
certificate  evidencing  such  Common  Stock  shall no longer  bear the
Restricted  Common  Stock  Legend),  will be  listed  on the  principal
securities  exchanges,  interdealer  quotation  systems  (including the
NNM) and  markets,  if any,  on which other  shares of Common  Stock of
the Company are then listed or quoted.

         . The  Conversion  Price shall be subject to  adjustment  from
time to time as follows:

         (a) In case the  Company  shall (1) pay a  dividend  in shares
of Common  Stock to holders of Common  Stock,  (2) make a  distribution
in shares of Common  Stock to holders of Common  Stock,  (3)  subdivide
its  outstanding  shares  of  Common  Stock  into a  greater  number of
shares  of  Common  Stock or (4)  combine  its  outstanding  shares  of
Common  Stock  into a smaller  number of  shares of Common  Stock,  the
Conversion  Price in effect  immediately  prior to such action shall be
adjusted  so that the  holder of any  Security  thereafter  surrendered
for  conversion  shall be  entitled  to receive the number of shares of
Common  Stock  which he would have  owned  immediately  following  such
action had such  Securities been converted  immediately  prior thereto.
Any  adjustment  made  pursuant  to this  subsection  (a) shall  become
effective  immediately  after the record date in the case of a dividend
or  distribution  and  shall  become  effective  immediately  after the
effective date in the case of a subdivision or combination.

         (b) In case the  Company  shall  issue  rights or  warrants to
all  holders  of  Common  Stock  entitling  them  to  subscribe  for or
purchase  shares  of  Common  Stock  (or  securities  convertible  into
Common  Stock) at a price per share (or having a  conversion  price per
share)  less than the  Current  Market  Price per share (as  determined
pursuant  to  subsection  (f) below) of the Common  Stock on the record
date for  determining  the  holders of the  Common  Stock  entitled  to
receive  such  rights  or  warrants,  the  Conversion  Price  shall  be
adjusted  so  that  the  same  shall  equal  the  price  determined  by
multiplying the Conversion  Price in effect  immediately  prior to such
record  date by a fraction of which the  numerator  shall be the number
of shares of Common  Stock  outstanding  as of the close of business on
such  record  date plus the number of shares of Common  Stock which the
aggregate  offering  price of the  total  number  of  shares  of Common
Stock  so  offered  for  subscription  or  purchase  (or the  aggregate
conversion  price  of the  convertible  securities  so  offered)  would
purchase at such Current  Market  Price,  and of which the  denominator
shall be the  number  of shares of  Common  Stock  outstanding  on such
record  date plus the number of  additional  shares of Common  Stock so
offered for  subscription  or purchase  (or into which the  convertible
securities  so  offered  are   convertible).   Such  adjustments  shall
become   effective   immediately   after  such  record  date.  For  the
purposes of this  subsection  (b), the number of shares of Common Stock
at any time  outstanding  shall not include shares held in the treasury
of the Company but shall  include  shares  issuable in respect of scrip
certificates  issued in lieu of  fractions  of  shares  of such  Common
Stock.  The  Company  shall not issue any  rights,  options or warrants
in  respect  of shares  of Common  Stock  held in the  treasury  of the
Company.

         (c) In case the  Company  shall  distribute  to all holders of
Common  Stock  shares  of  Capital  Stock of the  Company  (other  than
Common  Stock),  evidences of  indebtedness,  cash,  rights or warrants
entitling the holders  thereof to subscribe for or purchase  securities
(other than rights or warrants  described in  subsection  (b) above) or
other assets  (including  securities  of Persons other than the Company
but  excluding  (i) dividends  or  distributions  paid  exclusively  in
cash,  (ii)  dividends and  distributions  described in subsection  (b)
above and (iii)  distributions  in connection  with the  consolidation,
merger or transfer  of assets  covered by  Section 5.13),  then in each
such  case the  Conversion  Price  shall be  adjusted  so that the same
shall equal the price  determined by multiplying  the Conversion  Price
in  effect  immediately  prior  to the date of such  distribution  by a
fraction  of which the  numerator  shall be the  Current  Market  Price
(determined  as provided in  subsection  (f) below) of the Common Stock
on the record date  mentioned  below less the fair market value on such
record  date  (as   determined  by  the  Board  of   Directors,   whose
determination  shall be  conclusive  evidence of such fair market value
and  described in a Board  Resolution  delivered to the Trustee) of the
portion of the  evidences  of  indebtedness,  shares of Capital  Stock,
cash,  rights,  warrants or other assets so  distributed  applicable to
one share of Common  Stock  (determined  on the basis of the  number of
shares of the Common  Stock  outstanding  on the record  date),  and of
which  the  denominator  shall  be such  Current  Market  Price  of the
Common  Stock.  Such  adjustment  shall  become  effective  immediately
after the record  date for the  determination  of the holders of Common
Stock  entitled  to  receive  such  distribution.  Notwithstanding  the
foregoing,  in case the Company shall distribute  rights or warrants to
subscribe for additional  shares of the Company's  Capital Stock (other
than  rights  or  warrants   referred  to  in  subsection   (b)  above)
("Rights")  to all holders of Common  Stock,  the Company  may, in lieu
of making any adjustment  pursuant to the foregoing  provisions of this
Section  5.06(c),  make  proper  provision  so that  each  holder  of a
Security who converts  such  Security  (or any portion  thereof)  after
the record date for such  distribution  and prior to the  expiration or
redemption  of the  Rights  shall be  entitled  to  receive  upon  such
conversion,  in addition to the shares of Common  Stock  issuable  upon
such conversion  (the  "Conversion  Shares"),  a number of Rights to be
determined  as follows:  (i) if such  conversion  occurs on or prior to
the date for the  distribution  to the  holders  of Rights of  separate
certificates  evidencing  such Rights (the  "Distribution  Date"),  the
same  number  of  Rights  to which a holder  of a number  of  shares of
Common  Stock equal to the number of  Conversion  Shares is entitled at
the  time  of  such   conversion  in  accordance  with  the  terms  and
provisions  of  and  applicable  to  the  Rights;   and  (ii)  if  such
conversion  occurs  after the  Distribution  Date,  the same  number of
Rights to which a holder of the  number of shares of Common  Stock into
which  the   principal   amount  of  the  Security  so  converted   was
convertible  immediately  prior to the  Distribution  Date  would  have
been entitled on the  Distribution  Date in  accordance  with the terms
and provisions of and applicable to the Rights.

         (d) In case the Company  shall,  by dividend or otherwise,  at
any  time  make a  distribution  to all  holders  of its  Common  Stock
exclusively  in  cash  (including  any  distributions  of  cash  out of
current or retained  earnings of the  Company  but  excluding  any cash
that is distributed  as part of a  distribution  requiring a Conversion
Price  adjustment  pursuant  to  paragraph  (c) of this  Section) in an
aggregate  amount  that,  together  with  the sum of (x) the  aggregate
amount  of any  other  distributions  made  exclusively  in cash to all
holders of Common Stock within the 12 months  preceding  the date fixed
for determining the  stockholders  entitled to such  distribution  (the
"Distribution  Record  Date")  and in  respect  of which no  Conversion
Price  adjustment  pursuant to  paragraph (c) or (e) of this Section or
this  paragraph (d)  has been made plus (y) the aggregate amount of all
Excess  Payments  in respect of any tender  offers or other  negotiated
transactions  by the  Company  or any of its  Subsidiaries  for  Common
Stock  concluded  within  the  12  months  preceding  the  Distribution
Record  Date and in respect  of which no  Conversion  Price  adjustment
pursuant to  paragraphs  (c) or (e) of this  Section or this  paragraph
(d) has been made,  exceeds  12.5% of the product of the Current  Market
Price  per share  (determined  as  provided  in  paragraph  (f) of this
Section)  of  the  Common  Stock  on  the   Distribution   Record  Date
multiplied by the number of shares of Common Stock  outstanding  on the
Distribution  Record Date  (excluding  shares  held in the  treasury of
the Company),  the  Conversion  Price shall be reduced so that the same
shall equal the price  determined by multiplying  such Conversion Price
in effect  immediately  prior to the  effectiveness  of the  Conversion
Price  reduction  contemplated  by this  paragraph (d) by a fraction of
which  the  numerator  shall be the  Current  Market  Price  per  share
(determined  as  provided  in  paragraph  (f) of this  Section)  of the
Common  Stock  on the  Distribution  Record  Date  less  the sum of the
aggregate   amount  of  cash  and  the  aggregate  Excess  Payments  so
distributed,  paid or payable  within such 12 month period  (including,
without   limitation,   the  distribution  in  respect  of  which  such
adjustment  is being  made)  applicable  to one share of  Common  Stock
(which  shall  be  determined  by  dividing  the  sum of the  aggregate
amount of cash and the aggregate  Excess Payments so distributed,  paid
or payable within such 12 months (including,  without  limitation,  the
distribution  in  respect of which such  adjustment  is being  made) by
the number of shares of Common Stock  outstanding  on the  Distribution
Record Date and the  denominator  shall be such  Current  Market  Price
per share  (determined  as provided in paragraph  (f) of this  Section)
of the Common Stock on the  Distribution  Record Date,  such  reduction
to become  effective  immediately  prior to the  opening of business on
the day following the Distribution Record Date.

         (e)      In  case  a  tender   offer   or   other   negotiated
transaction  made by the Company or any  Subsidiary  of the Company for
all or any  portion of the Common  Stock  shall be  consummated,  if an
Excess  Payment  is made in  respect  of such  tender  offer  or  other
negotiated   transaction  and  the  aggregate  amount  of  such  Excess
Payment,  together  with the sum of  (x) the  aggregate  amount  of any
distributions,  by dividend or otherwise,  to all holders of the Common
Stock  made  in  cash  (including  any  distributions  of  cash  out of
current  or  retained  earnings  of the  Company)  within the 12 months
preceding  the date of payment of such current  negotiated  transaction
consideration  or expiration of such current tender offer,  as the case
may be (the  "Purchase  Date"),  and as to which no  adjustment  in the
Conversion  Price  pursuant to paragraph  (c) or paragraph  (d) of this
Section  or this  paragraph  (e) has been made  plus (y) the  aggregate
amount of all Excess  Payments  in respect of any other  tender  offers
or  other  negotiated  transactions  by  the  Company  or  any  of  its
Subsidiaries   for  Common  Stock   concluded   within  the  12  months
preceding  the Purchase  Date and in respect of which no  adjustment in
the Conversion  Price pursuant to  paragraph (c) or (d) of this Section
or this  paragraph (e)  has been made,  exceeds  12.5% of the product of
the  Current  Market  Price  per  share   (determined  as  provided  in
paragraph  (f) of this  Section)  of the Common  Stock on the  Purchase
Date  multiplied  by the number of shares of Common  Stock  outstanding
on the Purchase Date  (including any tendered  shares but excluding any
shares  held in the  treasury of the  Company),  the  Conversion  Price
shall be reduced so that the same shall equal the price  determined  by
multiplying  such Conversion Price in effect  immediately  prior to the
effectiveness  of the Conversion  Price reduction  contemplated by this
paragraph  (e) by a  fraction  of  which  the  numerator  shall  be the
Current  Market  Price per share  (determined  as provided in paragraph
(f) of this  Section)  of the Common  Stock on the  Purchase  Date less
the sum of the  aggregate  amount  of cash  and  the  aggregate  Excess
Payments so  distributed,  paid or payable  within such 12 month period
(including,  without  limitation,  the  Excess  Payment  in  respect of
which  such  adjustment  is  being  made)  applicable  to one  share of
Common  Stock  (which  shall be  determined  by dividing the sum of the
aggregate   amount  of  cash  and  the  aggregate  Excess  Payments  so
distributed,   paid  or  payable  within  such  12  months  (including,
without  limitation,  the  Excess  Payment  in  respect  of which  such
adjustment  is being  made) by the  number of  shares  of Common  Stock
outstanding  on the  Purchase  Date and the  denominator  shall be such
Current  Market  Price per share  (determined  as provided in paragraph
(f) of this  Section) of the Common  Stock on the Purchase  Date,  such
reduction  to become  effective  immediately  prior to the  opening  of
business on the day following the Purchase Date.

         (f)      The  "Current  Market  Price"  per  share  of  Common
Stock on any date  shall  be  deemed  to be the  average  of the  Daily
Market  Prices  for the  shorter  of (i) 30  consecutive  Trading  Days
ending  on  the  last  full  Trading  Day  on the  exchange  or  market
referred to in  determining  such Daily Market Prices prior to the time
of  determination  or (ii)  the  period  commencing  on the  date  next
succeeding  the  first  public  announcement  of the  issuance  of such
rights or such  warrants  or such  other  distribution  or such  tender
offer or other  negotiated  transaction  through such last full Trading
Day on the  exchange or market  referred to in  determining  such Daily
Market Prices prior to the time of determination.

         (g)      "Excess   Payment"   means  the  excess  of  (A)  the
aggregate  of the cash and fair  market  value  (as  determined  by the
Board of Directors,  whose  determination  shall be conclusive evidence
of  such  fair  market  value  and  described  in  a  Board  Resolution
delivered  to the Trustee) of other  consideration  paid by the Company
or any of its  Subsidiaries  with  respect to the shares  acquired in a
tender  offer  or  other  negotiated  transaction  over  (B) the  Daily
Market Price on the Trading Day  immediately  following the  completion
of the tender offer or other negotiated  transaction  multiplied by the
number of acquired shares.

         (h) In any case in  which  this  Section  5.06  shall  require
that an adjustment be made  immediately  following a record date for an
event,  the  Company may elect to defer,  until such event,  issuing to
the  holder  of any  Security  converted  after  such  record  date the
shares  of  Common  Stock  and  other  Capital  Stock  of  the  Company
issuable  upon such  conversion  over and  above  the  shares of Common
Stock  and  other  Capital  Stock of the  Company  issuable  upon  such
conversion on the basis of the  Conversion  Price prior to  adjustment;
and, in lieu of the shares the  issuance of which is so  deferred,  the
Company  shall  issue or cause its  transfer  agents to issue due bills
or other appropriate evidence of the right to receive such shares.

         Section   5.07.   No   Adjustment.   No   adjustment   in  the
Conversion  Price  shall  be  required  until  cumulative   adjustments
amount  to 1% or  more  of  the  Conversion  Price  as  last  adjusted;
provided,  however,  that  any  adjustments  which  by  reason  of this
Section 5.07 are not  required to be made shall be carried  forward and
taken  into  account in any  subsequent  adjustment.  All  calculations
under  this  Article  V shall  be made  to the  nearest  cent or to the
nearest  one-hundredth  of a share,  as the case may be. No  adjustment
need  be made  for  rights  to  purchase  Common  Stock  pursuant  to a
Company  plan  for   reinvestment   of   dividends   or  interest.   No
adjustment  need be made for a change  in the par value or no par value
of the Common Stock.

         Section 5.08.  Other Adjustments.

         (a) In the  event  that,  as a result  of an  adjustment  made
pursuant to Section 5.06 above,  the holder of any Security  thereafter
surrendered  for  conversion  shall  become  entitled  to  receive  any
shares  of  Capital  Stock of the  Company  other  than  shares  of its
Common Stock,  thereafter the Conversion  Price of such other shares so
receivable  upon  conversion  of any  Securities  shall be  subject  to
adjustment  from  time to time  in a  manner  and on  terms  as  nearly
equivalent  as  practicable  to the  provisions  with respect to Common
Stock contained in this Article V.

         (b) In the event  that any  shares of  Common  Stock  issuable
upon  exercise  of any of the rights,  options or warrants  referred to
in Section  5.06(b) and Section  5.06(c) hereof are not delivered prior
to  the  expiration  of  such  rights,   options,   or  warrants,   the
Conversion  Price shall be  readjusted  to the  Conversion  Price which
would  otherwise have been in effect had the  adjustment  made upon the
issuance of such  rights,  options or  warrants  been made on the basis
of delivery  of only the number of such  rights,  options and  warrants
which were actually exercised.

         Section  5.09.  Adjustments  for  Tax  Purposes.  The  Company
may, at its option,  make such  reductions in the Conversion  Price, in
addition  to those  required  by Section  5.06  above,  as the Board of
Directors  deems  advisable  to avoid or  diminish  any  income  tax to
holders of Common Stock  resulting  from any  dividend or  distribution
of stock (or  rights to  acquire  stock) or from any event  treated  as
such for federal income tax purposes.

         Section  5.10.  Adjustments  by the Company.  The Company from
time  to  time  may,  to  the  extent  permitted  by  law,  reduce  the
Conversion  Price by any amount for any period of at least 20 days,  in
which  case the  Company  shall  give at least 15 days'  notice of such
reduction in  accordance  with Section  5.11, if the Board of Directors
has  made a  determination  that  such  reduction  would be in the best
interests of the Company, which determination shall be conclusive.

         Section   5.11.    Notice   of   Adjustment.    Whenever   the
Conversion  Price is  adjusted,  the  Company  shall  promptly  mail to
Noteholders  at the  addresses  appearing  on the  Registrar's  books a
notice  of the  adjustment  and file  with  the  Trustee  an  Officers'
Certificate  briefly  stating the facts  requiring the  adjustment  and
the manner of computing it.

         Section  5.12.  Notice of Certain  Transactions.  In the event
that:

                  (a)  the  Company   takes  any  action   which  would
         require an adjustment in the Conversion Price;

                  (b) the Company  takes any action that would  require
         a supplemental indenture pursuant to Section 5.13; or

                  (c)  there is a  dissolution  or  liquidation  of the
         Company;

the Company shall mail to  Noteholders  at the  addresses  appearing on
the  Registrar's  books and the Trustee a notice  stating the  proposed
record or effective  date,  as the case may be. The Company  shall mail
the  notice at least 15 days  before  such  date;  however,  failure to
mail such notice or any defect  therein  shall not affect the  validity
of any  transaction  referred to in clause (a), (b), (c), (d) or (e) of
this Section 5.12.

         Section 5.13. Effect of  Reclassifications,  Consolidations,  
Mergers,  Continuances  or Sales  on  Conversion  Privilege.  If any of
the following shall occur,  namely: (i) any  reclassification or change
of  outstanding  shares of Common Stock  issuable  upon  conversion  of
Securities  (other than a change in par value,  or from par value to no
par  value,  or from no par  value to par  value,  or as a result  of a
subdivision  or  combination),  (ii) any  consolidation  or  merger  to
which the  Company is a party  other than a merger in which the Company
is  the  continuing  corporation  and  which  does  not  result  in any
reclassification  of, or change  (other  than a change in name,  or par
value,  or from par value to no par value,  or from no par value to par
value or as a result of a subdivision or combination)  in,  outstanding
shares of Common Stock,  (iii) any  continuance  in a new  jurisdiction
which  does not  result in any  reclassification  of, or change  (other
than a  change  in name,  or par  value,  or from  par  value to no par
value,  or from no par value to par  value) in,  outstanding  shares of
Common Stock,  or (iv) any  sale or conveyance of all or  substantially
all of  the  property  of the  Company  (determined  on a  consolidated
basis),   then  the   Company,   or  such   successor   or   purchasing
corporation,  as the case may be,  shall,  as a condition  precedent to
such  reclassification,  change,  consolidation,  merger,  continuance,
sale or  conveyance,  execute and deliver to the Trustee a supplemental
indenture  in form  satisfactory  to the  Trustee  providing  that  the
holder  of each  Security  then  outstanding  shall  have the  right to
convert such  Security  into the kind and amount of shares of stock and
other  securities and property  (including  cash)  receivable upon such
reclassification,  change, consolidation,  merger, continuance, sale or
conveyance  by a  holder  of the  number  of  shares  of  Common  Stock
deliverable  upon  conversion  of such  Security  immediately  prior to
such  reclassification,  change,  consolidation,  merger,  continuance,
sale or  conveyance.  Such  supplemental  indenture  shall  provide for
adjustments  of  the   Conversion   Price  which  shall  be  as  nearly
equivalent as may be practicable  to the  adjustments of the Conversion
Price  provided for in this Article V. The  foregoing,  however,  shall
not in any way affect the right a holder of a  Security  may  otherwise
have,  pursuant to clause (ii) of the last sentence of  subsection  (c)
of Section  5.06,  to receive  Rights  upon  conversion  of a Security.
If, in the case of any such consolidation,  merger,  continuance,  sale
or conveyance,  the stock or other  securities and property  (including
cash)  receivable  thereupon  by a  holder  of  Common  Stock  includes
shares of stock or other  securities  and property of a corporation  or
other   business   entity  other  than  the   successor  or  purchasing
corporation,  as the  case  may  be,  in  such  consolidation,  merger,
continuance,  sale or  conveyance,  then  such  supplemental  indenture
shall also be  executed  by such other  corporation  or other  business
entity and shall  contain  such  additional  provisions  to protect the
interests  of the holders of the  Securities  as the Board of Directors
of the Company  shall  reasonably  consider  necessary by reason of the
foregoing.  The  provision of this Section 5.13 shall  similarly  apply
to  successive   consolidations,   mergers,   continuances,   sales  or
conveyances.

         In  the  event  the  Company  shall  execute  a   supplemental
indenture  pursuant to this  Section 5.13,  the Company shall  promptly
file with the  Trustee (x) an  Officers'  Certificate  briefly  stating
the  reasons  therefor,  the  kind or  amount  of  shares  of  stock or
securities or property  (including  cash)  receivable by holders of the
Securities  upon the  conversion  of their  Securities  after  any such
reclassification,  change, consolidation,  merger, continuance, sale or
conveyance and any  adjustment to be made with respect  thereto (y) and
Opinion of Counsel  stating that all conditions  precedent  relating to
such  transaction  have been  complied  with,  and shall  promptly mail
notice thereof to all holders.

         Section  5.14.  Trustee's  Disclaimer.   The  Trustee  has  no
duty to  determine  when an  adjustment  under this Article V should be
made,  how it  should  be made or what  such  adjustment  should  be or
whether a  supplemental  indenture is required by this  Article V,  but
may  accept  as  conclusive  evidence  of the  correctness  of any such
adjustment,  and  shall be  protected  in  relying  upon the  Officers'
Certificate  with  respect  thereto  which the Company is  obligated to
file with the Trustee  pursuant to Section  5.11.  The Trustee makes no
representation  as to  the  validity  or  value  of any  securities  or
assets  issued upon  conversion  of  Securities,  and the Trustee shall
not be  responsible  for the  Company's  failure  to  comply  with  any
provisions of this Article V.

         The  Trustee  shall  not  be  under  any   responsibility   to
determine  the   correctness  of  any   provisions   contained  in  any
supplemental  indenture  executed  pursuant  to Section  5.13,  but may
accept as conclusive  evidence of the  correctness  thereof,  and shall
be protected in relying upon,  the Officers'  Certificate  with respect
thereto  which  the  Company  is  obligated  to file  with the  Trustee
pursuant to Section 5.13.

         Section  5.15.  Cancellation  of  Converted  Securities.   All
Securities  delivered for conversion  shall be delivered to the Trustee
to be  canceled  by or at the  direction  of the  Trustee,  which shall
dispose of the same as provided in Section 2.11.

         Section  5.16.  Restriction  on Common  Stock  Issuable  Upon 
Conversion.  (a) Shares of Common  Stock to be issued  upon  conversion
of  Securities  prior  to the  effectiveness  of a  Shelf  Registration
Statement  shall be physically  delivered in  certificated  form to the
holders  converting such  Securities and the  certificate  representing
such shares of Common  Stock  shall bear the  Restricted  Common  Stock
Legend unless removed in accordance with Section 5.16(c).

         (b)  If  (i)  shares  of  Common   Stock  to  be  issued  upon
conversion  of a  Security  prior  to  the  effectiveness  of  a  Shelf
Registration  Statement  are to be registered in a name other than that
of the  holder  of  such  Security  or  (ii)  shares  of  Common  Stock
represented  by a  certificate  bearing  the  Restricted  Common  Stock
Legend are transferred  subsequently by such holder,  then,  unless the
Shelf  Registration  Statement has become effective and such shares are
being transferred  pursuant to the Shelf  Registration  Statement,  the
holder  must  deliver  to the  transfer  agent for the  Common  Stock a
certificate  in  substantially  the form of Exhibit E as to  compliance
with the  restrictions on transfer  applicable to such shares of Common
Stock and neither the transfer  agent nor the  registrar for the Common
Stock shall be required to register  any  transfer of such Common Stock
not so accompanied by a properly completed certificate.

         (c)   Except   in   connection   with  a  Shelf   Registration
Statement,  if  certificates  representing  shares of Common  Stock are
issued upon the  registration  of transfer,  exchange or replacement of
any other certificate  representing  shares of Common Stock bearing the
Restricted  Common  Stock  Legend,  or if a  request  is made to remove
such  Restricted  Common  Stock Legend from  certificates  representing
shares of Common  Stock,  the  certificates  so issued  shall  bear the
Restricted  Common Stock Legend,  or the Restricted Common Stock Legend
shall not be removed,  as the case may be,  unless  there is  delivered
to the Company  such  satisfactory  evidence,  which,  in the case of a
transfer  made  pursuant  to Rule 144 under  the  Securities  Act,  may
include an opinion of counsel  licensed  to  practice  law in the State
of New  York,  as may  be  reasonably  required  by the  Company,  that
neither the legend nor the  restrictions  on transfer set forth therein
are  required  to  ensure  that  transfers   thereof  comply  with  the
provisions   of  Rule  144A,   Rule  144  or  Regulation  S  under  the
Securities  Act or that  such  shares of  Common  Stock are  securities
that are not  "restricted"  within  the  meaning  of Rule 144 under the
Securities  Act.  Upon  provision  to the  Company  of such  reasonably
satisfactory  evidence,  the Company shall cause the transfer agent for
the Common Stock to countersign and deliver  certificates  representing
shares of Common Stock that do not bear the legend.


                              ARTICLE VI

                             SUBORDINATION

         Section  6.01.  Agreement to  Subordinate.  The  Company,  for
itself and its successors,  and each  Noteholder,  by his acceptance of
Securities,  agree that the payment of the  principal  of and  premium,
if any,  interest,  Liquidated  Damages,  if any, and any other amounts
due on the  Securities  is  subordinated  in right of  payment,  to the
extent  and in the  manner  stated  in this  Article  VI,  to the prior
payment  in full of all  existing  and  future  Senior  Debt.  Anything
herein  to  the  contrary  notwithstanding,   the  provisions  of  this
Article VI  shall not be  applicable  with  respect  to any  Liquidated
Damages  payable  in  respect  of  shares  of  Common  Stock  issued on
conversion of Securities.
         Section  6.02.  No Payment on  Securities  if Senior  Debt in 
Default.  Anything in this  Indenture to the contrary  notwithstanding,
no payment on account of principal of or premium,  if any,  interest or
Liquidated  Damages,  if any on or other amounts due on the  Securities
(including  the  making  of a  deposit  pursuant  to  Section  3.05  or
3.08(f)),  and no  redemption,  purchase,  or other  acquisition of the
Securities,  shall  be  made  by or on  behalf  of the  Company  unless
(i) full  payment of all amounts then due for principal of and interest
on, and of all other  amounts  then due on,  all  Senior  Debt has been
made or duly  provided  for  pursuant  to the terms of the  instruments
governing  such Senior Debt and (ii) at the time for,  and  immediately
after giving  effect to, such  payment,  redemption,  purchase or other
acquisition,  there  shall not  exist  under any  Senior  Debt,  or any
agreement  pursuant  to which any Senior  Debt is issued,  any  default
which  shall not have  been  cured or waived  and which  default  shall
have  resulted in the full  amount of such  Senior Debt being  declared
due and payable.  In addition,  if the Trustee  shall  receive  written
notice   from  the   holders  of   Designated   Senior  Debt  or  their
Representative  (a "Payment  Blockage  Notice") that there has occurred
and is continuing  under such Designated  Senior Debt, or any agreement
pursuant to which such Designated  Senior Debt is issued,  any default,
which default  shall not have been cured or waived,  giving the holders
of such  Designated  Senior Debt the right to declare  such  Designated
Senior  Debt  immediately  due  and  payable,  then,  anything  in this
Indenture  to the  contrary  notwithstanding,  no payment on account of
the principal of or premium,  if any,  interest or Liquidated  Damages,
if any,  on or any  other  amounts  due on the  Securities  (including,
without  limitation,  the making of a deposit  pursuant to Section 3.05
or 3.08(f)),  and no redemption,  purchase or other  acquisition of the
Securities,  shall be made by or on behalf of the  Company  during  the
period  (the  "Payment  Blockage  Period")  commencing  on the  date of
receipt of the  Payment  Blockage  Notice and  ending  (unless  earlier
terminated  by  notice  given  to the  Trustee  by the  holders  or the
Representative  of the holders of such  Designated  Senior Debt) on the
earlier  of (a) the date on which  such  default  shall have been cured
or waived  or (b) 180 days from the  receipt  of the  Payment  Blockage
Notice.  Notwithstanding  the provisions  described in the  immediately
preceding  sentence  (but  subject  to  the  provisions   contained  in
Section 6.01 and the first sentence of this Section  6.02),  unless the
holders of such Designated  Senior Debt or the  Representative  of such
holders shall have  accelerated the maturity of such Designated  Senior
Debt, the Company may resume  payments on the Securities  after the end
of such Payment  Blockage  Period.  Not more than one Payment  Blockage
Notice may be given in any  consecutive  365-day  period,  irrespective
of the number of  defaults  with  respect to Senior  Debt  during  such
period.

         In the event  that,  notwithstanding  the  provisions  of this
Section  6.02,  payments  are made by or on  behalf of the  Company  in
contravention  of the  provisions of this Section  6.02,  such payments
shall be held by the  Trustee,  any  Paying  Agent or the  holders,  as
applicable,  in trust  for the  benefit  of,  and shall be paid over to
and delivered to, the  Representative  of the holders of Senior Debt or
the trustee under the indenture or other  agreement (if any),  pursuant
to which  any  instruments  evidencing  any  Senior  Debt may have been
issued  for  application  to the  payment of all  Senior  Debt  ratably
according  to the  aggregate  amounts  remaining  unpaid to the  extent
necessary to pay all Senior Debt in full in  accordance  with the terms
of such Senior Debt,  after giving effect to any concurrent  payment or
distribution to or for the holders of Senior Debt.

         The Company  shall give prompt  written  notice to the Trustee
and any  Paying  Agent of any  default  or event of  default  under any
Senior  Debt or under any  agreement  pursuant to which any Senior Debt
may have been issued.

         Section 6.03.  Distribution on  Acceleration  of Securities;  
Dissolution and Reorganization; Subrogation of Securities.

         (a) If the  Securities  are declared  due and payable  because
of the  occurrence  of an Event of  Default,  the  Company  shall  give
prompt  written  notice to the  holders  of all  Senior  Debt or to the
trustee(s)  for such  Senior  Debt of such  acceleration.  The  Company
may not  pay  the  principal  of,  or  premium,  if  any,  interest  or
Liquidated  Damages,  if any,  on, or any  other  amounts  due on,  the
Securities  until five  Business  Days after such holders or trustee(s)
of Senior Debt  receive  such notice and,  thereafter,  the Company may
pay the  principal  of, and premium,  if any,  interest and  Liquidated
Damages,  if any,  on, and any other  amounts  due on,  the  Securities
only if the provisions of this Article VI permit such payment.

         (b) Upon (i) any  acceleration of the principal  amount due on
the  Securities  because  of an Event of  Default or (ii) any direct or
indirect  distribution  of assets of the Company upon any  dissolution,
winding up,  liquidation or  reorganization  of the Company (whether in
bankruptcy,   insolvency  or   receivership   proceedings  or  upon  an
assignment  for the  benefit  of  creditors  or any other  dissolution,
winding up, liquidation or reorganization of the Company):

                  (1) the  holders  of all Senior  Debt shall  first be
         entitled  to  receive   payment  in  full  of  the   principal
         thereof,  the  interest  thereon  and any  other  amounts  due
         thereon  before the  holders are  entitled to receive  payment
         on  account  of  the  principal  of  ,  or  premium,  if  any,
         interest  or  Liquidated  Damages,  if any,  on,  or any other
         amounts  due  on,  the  Securities  (other  than  payments  of
         Junior Securities);

                  (2) any  payment  or  distribution  of  assets of the
         Company of any kind or  character,  whether in cash,  property
         or  securities  (other than Junior  Securities),  to which the
         holders  or the  Trustee  would  be  entitled  (other  than in
         respect  of  amounts  payable  to  the  Trustee   pursuant  to
         Section  9.07)  except  for the  provisions  of this  Article,
         shall  be paid by the  liquidating  trustee  or agent or other
         Person  making  such a payment or  distribution,  directly  to
         the  holders  of Senior  Debt (or their  representative(s)  or
         trustee(s)  acting on their behalf),  ratably according to the
         aggregate   amounts   remaining   unpaid  on  account  of  the
         principal  of and  interest  on and other  amounts  due on the
         Senior  Debt  held  or  represented  by  each,  to the  extent
         necessary   to  make  payment  in  full  of  all  Senior  Debt
         remaining  unpaid,  after  giving  effect  to  any  concurrent
         payment or  distribution  to the holders of such Senior  Debt;
         and

                  (3)   in  the   event   that,   notwithstanding   the
         foregoing,  any  payment  or  distribution  of  assets  of the
         Company of any kind or  character,  whether in cash,  property
         or  securities  (other  than  Junior  Securities),   shall  be
         received  by the  Trustee  (other  than in  respect of amounts
         payable  to the  Trustee  pursuant  to  Section  9.07)  or the
         holders  before all Senior Debt is paid in full,  such payment
         or  distribution  shall be held in trust for the  benefit  of,
         and be paid over to upon  request by a holder of Senior  Debt,
         to the  holders of the Senior Debt  remaining  unpaid or their
         representatives   or   trustee(s)   acting  on  their  behalf,
         ratably as aforesaid,  for  application to the payment of such
         Senior  Debt until all such  Senior  Debt shall have been paid
         in full,  after  giving  effect to any  concurrent  payment or
         distribution to the holders of such Senior Debt.

         Subject  to the  payment  in  full  of all  Senior  Debt,  the
holders  shall be  subrogated  to the  rights of the  holders of Senior
Debt to  receive  payments  and  distributions  of  cash,  property  or
securities  of the  Company  applicable  to the  Senior  Debt until the
principal of, and premium,  if any,  interest and  Liquidated  Damages,
if any on, and all other amounts  payable in respect of the  Securities
shall be paid in full and,  for purposes of such  subrogation,  no such
payments  or  distributions  to the  holders  of  Senior  Debt of cash,
property  or  securities  which  otherwise  would have been  payable or
distributable  to holders shall, as between the Company,  its creditors
other than the holders of Senior Debt,  and the  holders,  be deemed to
be a payment by the  Company to or on  account of the Senior  Debt,  it
being  understood  that  the  provisions  of this  Article  are and are
intended  solely for the purpose of  defining  the  relative  rights of
the holders,  on the one hand,  and the holders of Senior Debt,  on the
other hand.

         Nothing  contained  in  this  Article  or  elsewhere  in  this
Indenture or in the Securities is intended to or shall  (i) impair,  as
between  the  Company  and its  creditors  other  than the  holders  of
Senior  Debt,  the  obligation  of the  Company,  which is absolute and
unconditional,  to pay to the holders the  principal  of,  premium,  if
any,  on,  and  interest  and  Liquidated  Damages,  if  any,  on,  the
Securities  as and  when the  same  shall  become  due and  payable  in
accordance with the terms of the  Securities,  (ii) affect the relative
rights of the holders and  creditors of the Company  other than holders
of  Senior  Debt or,  as  between  the  Company  and the  Trustee,  the
obligations  of  the  Company  to the  Trustee,  or  (iii) prevent  the
Trustee  or  the  holders  from   exercising  all  remedies   otherwise
permitted  by  applicable  law  upon  default  under  this   Indenture,
subject to the  rights,  if any,  under this  Article of the holders of
Senior  Debt  in  respect  of  cash,  property  and  securities  of the
Company received upon the exercise of any such remedy.

         Upon  distribution  of assets of the  Company  referred  to in
this Article,  the Trustee,  subject to the  provisions of Section 9.01
hereof,  and the holders  shall be entitled to rely upon 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.  The  Trustee,  however,  shall  not  be
deemed  to owe  any  fiduciary  duty to the  holders  of  Senior  Debt.
Nothing  contained in this Article or elsewhere in this  Indenture,  or
in any of the Securities,  shall prevent the good faith  application by
the  Trustee of any  moneys  which were  deposited  with it  hereunder,
prior to its receipt of written  notice of facts  which would  prohibit
such  application,  for the  purpose of the payment of or on account of
the  principal  of,  premium,   if  any,  on,  interest  or  Liquidated
Damages,  if any,  on,  the  Securities  unless,  prior  to the date on
which such  application  is made by the Trustee,  the Trustee  shall be
charged with actual  notice under Section  6.03(d)  hereof of the facts
which would prohibit the making of such application.

         (c) The  provisions  of this Article  shall not be  applicable
to any cash,  properties  or  securities  received by the Trustee or by
any holder  when  received  as a holder of Senior  Debt and  nothing in
Section 9.11 hereof or elsewhere in this  Indenture  shall  deprive the
Trustee or such holder of any of its rights as such holder.

         (d) The  Company  shall  give  prompt  written  notice  to the
Trustee of any fact  known to the  Company  which  would  prohibit  the
making of any  payment of money to or by the  Trustee in respect of the
Securities  pursuant to the  provisions of this  Article.  The Trustee,
subject to the  provisions  of Section 9.01  hereof,  shall be entitled
to assume  that no such fact  exists  unless the  Company or any holder
of  Senior  Debt  or any  trustee  therefor  has  given  actual  notice
thereof  to  the  Trustee.   Notwithstanding  the  provisions  of  this
Article or any other  provisions of this  Indenture,  the Trustee shall
not be  charged  with  knowledge  of the  existence  of any fact  which
would  prohibit  the  making  of any  payment  of  moneys  to or by the
Trustee in respect of the  Securities  pursuant  to the  provisions  in
this  Article,  unless,  and  until  three  Business  Days  after,  the
Trustee shall have  received  written  notice  thereof from the Company
or any  holder  or  holders  of  Senior  Debt or from  any  trustee  or
Representative  therefor;  and,  prior  to  the  receipt  of  any  such
written  notice,  the  Trustee,  subject to the  provisions  of Section
9.01 hereof,  shall be entitled in all respects  conclusively to assume
that no such  facts  exist;  provided  that if on a date not less  than
three Business Days  immediately  preceding the date upon which, by the
terms  hereof,  any such  moneys may  become  payable  for any  purpose
(including,  without  limitation,  to pay the principal of, premium, if
any, on,  interest or Liquidated  Damages,  if any, on, any  Security),
the Trustee  shall not have  received  with  respect to such moneys the
notice  provided  for in this Section  6.03(d),  then  anything  herein
contained  to the  contrary  notwithstanding,  the  Trustee  shall have
full power and  authority  to receive such moneys 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 prior date.

         The  Trustee  shall be entitled  to rely  conclusively  on the
delivery  to it of a written  notice by a Person  representing  himself
to be a holder  of  Senior  Debt (or a  trustee  or  Representative  on
behalf of such  holder) to  establish  that such  notice has been given
by a holder of Senior  Debt (or a trustee or  Representative  on behalf
of  any  such  holder  or  holders).  In the  event  that  the  Trustee
determines  in good  faith  that  further  evidence  is  required  with
respect  to the  right of any  Person  as a holder  of  Senior  Debt to
participate  in any payment or  distribution  pursuant to this Article,
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,  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;  nor shall the Trustee be charged with
knowledge  or the  curing or waiving  of any  default of the  character
specified  in Section  6.02  hereof or that any event or any  condition
preventing any payment in respect of the  Securities  shall have ceased
to exist,  unless and until the  Trustee  shall have  received  written
notice to such effect.

         (e) The  provisions  of this  Section 6.03  applicable  to the
Trustee shall  (unless the context  requires  otherwise)  also apply to
any Paying Agent for the Company.

         Section  6.04.  Reliance  by  Senior  Debt on  Subordination  
Provisions.  Each  holder of any  Security  by his  acceptance  thereof
acknowledges  and agrees that the  foregoing  subordination  provisions
are,  and are intended to be, an  inducement  and a  consideration  for
each holder of any Senior  Debt,  whether  such Senior Debt was created
or  acquired  before  or  after  the  issuance  of the  Securities,  to
acquire  and  continue to hold,  or to  continue  to hold,  such Senior
Debt,  and such holder of Senior Debt shall be deemed  conclusively  to
have  relied  on  such   subordination   provisions  in  acquiring  and
continuing  to hold,  or in  continuing  to  hold,  such  Senior  Debt.
Notice of any  default in the  payment of any  Senior  Debt,  except as
expressly  stated in this  Article,  and  notice of  acceptance  of the
provisions   hereof  are,  to  the  extent  permitted  by  law,  hereby
expressly  waived.  Except as otherwise  expressly  provided herein, no
waiver,  forbearance  or  release  by any  holder of Senior  Debt under
such Senior Debt or under this  Article  shall  constitute a release of
any of the  obligations  or  liabilities  of the  Trustee or holders of
the Securities provided in this Article.

         Section   6.05.   No  Waiver  of   Subordination   Provisions.
Except  as  otherwise  expressly  provided  herein,  no  right  of  any
present or future  holder of any Senior  Debt to enforce  subordination
as  herein  provided  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
by any act or failure to act, in good  faith,  by any such  holder,  or
by any  noncompliance  by the Company  with the terms,  provisions  and
covenants of this  Indenture,  regardless of any knowledge  thereof any
such holder may have or be otherwise charged with.

         Without in any way limiting the  generality  of the  foregoing
paragraph,  the  holders of Senior  Debt may, at any time and from time
to time,  without  the  consent  of, or notice to,  the  Trustee or the
holders of the  Securities,  without  incurring  responsibility  to the
holders of the  Securities  and  without  impairing  or  releasing  the
subordination   provided  in  this   Article  VI  or  the   obligations
hereunder  of the  holders of the  Securities  to the holders of Senior
Debt,  do any one or more of the  following:  (i)  change  the  manner,
place or terms of  payment  of,  or renew or  alter,  Senior  Debt,  or
otherwise  amend  or  supplement  in  any  manner  Senior  Debt  or any
instrument  evidencing  the same or any  agreement  under which  Senior
Debt  is  outstanding;   (ii)  sell,  exchange,  release  or  otherwise
dispose  of any  property  pledged,  mortgaged  or  otherwise  securing
Senior  Debt;  (iii)  release  any person  liable in any manner for the
collection   of  Senior  Debt;   and  (iv)  exercise  or  refrain  from
exercising any rights against the Company or any other Person.

         Section  6.06.   Trustee's   Relation  to  Senior  Debt.   The
Trustee  in its  individual  capacity  shall  be  entitled  to all  the
rights set forth in this  Article in respect of any Senior  Debt at any
time held by it, to the same extent as any holder of Senior  Debt,  and
nothing in Section  9.11 hereof or elsewhere  in this  Indenture  shall
deprive the Trustee of any of its rights as such holder.

         With  respect  to the  holders  of Senior  Debt,  the  Trustee
undertakes  to  perform or to observe  only such of its  covenants  and
obligations,  as are  specifically  set forth in this  Article,  and no
implied  covenants  or  obligations  with  respect  to the  holders  of
Senior  Debt shall be read into this  Indenture  against  the  Trustee.
The Trustee shall not owe any  fiduciary  duty to the holders of Senior
Debt but shall  have  only  such  obligations  to such  holders  as are
expressly set forth in this Article.

         Each   holder  of  a  Security  by  his   acceptance   thereof
authorizes  and  directs  the Trustee on his behalf to take such action
as may be necessary or  appropriate  to  effectuate  the  subordination
provided   in   this    Article   and    appoints   the   Trustee   his
attorney-in-fact  for any  and all  such  purposes,  including,  in the
event of any dissolution,  winding up or liquidation or  reorganization
under  any  applicable  bankruptcy  law  of  the  Company  (whether  in
bankruptcy,  insolvency or receivership proceedings or otherwise),  the
timely  filing  of a claim  for the  unpaid  balance  of such  holder's
Securities  in the form  required in such  proceedings  and the causing
of such  claim to be  approved.  If the  Trustee  does not file a claim
or proof of debt in the form required in such  proceedings  prior to 30
days before the  expiration  of the time to file such claims or proofs,
then any holder or holders of Senior  Debt or their  Representative  or
Representatives  shall  have the  right to  demand,  sue for,  collect,
receive and receipt for the  payments and  distributions  in respect of
the  Securities  which  are  required  to be paid or  delivered  to the
holders of Senior  Debt as  provided  in this  Article  and to file and
prove all  claims  therefor  and to take all such  other  action in the
name of the  holders or  otherwise,  as such  holders of Senior Debt or
Representative  thereof may  determine to be  necessary or  appropriate
for the enforcement of the provisions of this Article.

         Section  6.07.  Other  Provisions  Subject  Hereto.  Except as
expressly stated in this Article,  notwithstanding  anything  contained
in  this  Indenture  to  the  contrary,  all  the  provisions  of  this
Indenture  and the  Securities  are subject to the  provisions  of this
Article  VI.  However,  nothing  in  this  Article  shall  apply  to or
adversely  affect the claims of, or payment  to, the  Trustee  pursuant
to  Section  9.07 or the right of any  holder of  Common  Stock  issued
upon conversion of Securities to receive  Liquidated  Damages,  if any,
in  respect  of  such  shares  of  Common  Stock.  Notwithstanding  the
foregoing,  the failure to make a payment on account of  principal  of,
premium,  if any, on, or interest or  Liquidated  Damages,  if any, on,
the  Securities  by reason of any  provision  of this  Article VI shall
not be construed as  preventing  the  occurrence of an Event of Default
under Section 8.01.


                              ARTICLE VII

                              SUCCESSORS

         Section 7.01.  Merger,  Consolidation  or Sale of Assets.  The
Company  will  not  consolidate  or  merge  with  or  into  any  person
(whether or not the  Company is the  surviving  corporation),  continue
in a new  jurisdiction  or sell,  assign,  transfer,  lease,  convey or
otherwise  dispose of all or  substantially  all of its  properties  or
assets unless:

                  (a) the  Company  is the  surviving  corporation  (in
         the case of a merger)  or the  Person  formed by or  surviving
         any such  consolidation  or merger (if other than the Company)
         or the Person which  acquires by sale,  assignment,  transfer,
         lease,  conveyance or other  disposition  the  properties  and
         assets  of  the  Company  is  a   corporation   organized  and
         existing  under  the  laws of the  United  States,  any  state
         thereof or the  District  of  Columbia;  provided  that in the
         event  of  the   continuation   of  the  Company  in  the  new
         jurisdiction,   the   Company   must   remain  a   corporation
         organized  and existing  under the laws of the United  States,
         any state thereof or the District of Columbia;

                  (b) the  corporation  formed by or surviving any such
         consolidation  or merger  (if other than the  Company)  or the
         corporation to which such sale, assignment,  transfer,  lease,
         conveyance  or other  disposition  will have been made assumes
         all  the   obligations   of  the   Company,   pursuant   to  a
         supplemental  indenture in a form  reasonably  satisfactory to
         the   Trustee,   under  the   Securities,   the   Registration
         Agreement and the Indenture;

                  (c)   such   sale,   assignment,   transfer,   lease,
         conveyance or other  disposition of all or  substantially  all
         of  the  Company's   properties  or  assets  shall  be  as  an
         entirety or  virtually as an entirety to one  corporation  and
         such  corporation  shall have assumed all the  obligations  of
         the  Company,  pursuant to a  supplemental  indenture  in form
         reasonably    satisfactory   to   the   Trustee,   under   the
         Securities, the Registration Agreement and the Indenture;

                  (d)  immediately  after such  transaction  no Default
         or Event of Default exists; and

                  (e)  the  Company  or  such  corporation  shall  have
         delivered  to the  Trustee  an  Officers'  Certificate  and an
         Opinion of Counsel,  each  stating that such  transaction  and
         the  supplemental  indenture,  if  required,  comply  with the
         Indenture and that all  conditions  precedent in the Indenture
         relating to such transaction have been satisfied.

         Section  7.02.  Successor  Corporation  Substituted.  Upon any
consolidation  or  merger  or any sale,  assignment,  transfer,  lease,
conveyance  or other  disposition  of all or  substantially  all of the
assets of the Company in  accordance  with  Section  7.01  hereof,  the
successor  corporation  (if  other  than the  Company)  formed  by such
consolidation  or into or with  which  the  Company  is  merged  or the
corporation   to  which  such  sale,   assignment,   transfer,   lease,
conveyance  or other  disposition  is made  shall  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  Person  has been  named  as the  Company  herein;  provided,
however,   that  the  predecessor  Company  in  the  case  of  a  sale,
assignment,  transfer,  lease,  conveyance or other  disposition  shall
not be released from the  obligation to pay the principal of,  premium,
if  any,  on and  interest  and  Liquidated  Damages,  if  any,  on the
Securities.


                             ARTICLE VIII

                         DEFAULTS AND REMEDIES

         Section  8.01.  Events  of  Default.  An  "Event  of  Default"
occurs if:

                  (a)  the  Company  defaults  in  the  payment  of any
         interest or  Liquidated  Damages on any Security when the same
         becomes  due and  payable  and  the  default  continues  for a
         period of 30 days; or

                  (b)  the  Company  defaults  in  the  payment  of any
         principal  of or  premium,  if any, on any  Security  when the
         same  becomes  due and  payable,  whether  at  maturity,  upon
         redemption  or  otherwise   (including,   without  limitation,
         failure by the Company to  purchase  Securities  tendered  for
         purchase  pursuant  to a  Designated  Event  Offer as and when
         required pursuant to Section 3.08 or Section 4.07 hereof); or

                  (c) the  Company  fails to  observe  or  perform  any
         covenant or  agreement  contained  in Section  3.08 or Section
         4.07 hereof; or

                  (d) the  Company  fails to  observe  or  perform  any
         other  covenant or agreement  contained  in this  Indenture or
         the  Securities  required  by  it  to  be  performed  and  the
         failure  continues  for a period of 60 days after the  receipt
         of written  notice by the  Company  from the Trustee or by the
         Company  and the  Trustee  from the holders of at least 25% in
         aggregate   principal   amount   of   the   then   outstanding
         Securities   stating   that  such   notice  is  a  "Notice  of
         Default"; or

                  (e)  a  default  under  any  mortgage,  indenture  or
         instrument  under  which there may be issued or by which there
         may  be  secured  or  evidenced  any  Indebtedness  for  money
         borrowed  by the  Company or any  Material  Subsidiary  of the
         Company  (or  the  payment  of  which  is  Guaranteed  by  the
         Company or any of its  Material  Subsidiaries),  whether  such
         Indebtedness   or  Guarantee   exists  on  the  date  of  this
         Indenture  or is  created  thereafter,  which  default  (i) is
         caused  by a  failure  to pay  when  due any  principal  of or
         interest  on  such   Indebtedness   within  the  grace  period
         provided for in such  Indebtedness  (which  failure  continues
         beyond any applicable  grace period) (a "Payment  Default") or
         (ii) results in the  acceleration of such  Indebtedness  prior
         to its  express  maturity  (without  such  acceleration  being
         rescinded  or  annulled)  and,  in each  case,  the  principal
         amount  of such  Indebtedness,  together  with  the  principal
         amount of any other such  Indebtedness  under which there is a
         Payment   Default  or  the  maturity  of  which  has  been  so
         accelerated,   aggregates   $15,000,000   or  more  and  which
         Payment  Default  is not  cured or which  acceleration  is not
         annulled  within 30 days after written  receipt by the Company
         from the Trustee or by the  Company  and the Trustee  from any
         holder of  Securities  stating  that such  notice is a "Notice
         of Default"; or

                  (f)  a  final,   non-appealable   judgment  or  final
         non-appealable  judgments  (other  than  any  judgment  as  to
         which  a  reputable   insurance   company  has  accepted  full
         liability)  for the  payment  of money are  entered by a court
         or courts of  competent  jurisdiction  against  the Company or
         any   Material   Subsidiaries   of  the   Company  and  remain
         unstayed,  unbonded  or  undischarged  for  a  period  (during
         which execution  shall not be effectively  stayed) of 60 days,
         provided  that the  aggregate  of all such  judgments  exceeds
         $15,000,000; or

                  (g) the Company or any Material  Subsidiary  pursuant
         to or within the meaning of any Bankruptcy Law:

                           (A)  commences   a    voluntary    case   or
                  proceeding; or

                           (B)  consents  to the  entry of an order for
                  relief   against   the   Company   or  any   Material
                  Subsidiary in an involuntary case or proceeding; or

                           (C)  consents  to  the   appointment   of  a
                  Custodian of the Company or any  Material  Subsidiary
                  or for all or any  substantial  part of its property;
                  or

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

                           (E)  take  corporate  or  similar  action in
                  respect of any of the foregoing; or

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

                           (A)  is for relief  against  the  Company or
                  any Material  Subsidiary  in an  involuntary  case or
                  proceeding; or

                           (B)  appoints  a  Custodian  of the  Company
                  or  any  Material   Subsidiary  or  for  all  or  any
                  substantial  part of the  property  of the Company or
                  any Material Subsidiary; or

                           (C)  orders the  liquidation  of the Company
                  or any Material Subsidiary;

         and in each case  referred to in this  paragraph (h) the order
         or decree remains unstayed and in effect for 60 days.

         The term  "Bankruptcy  Law" means Title 11,  U.S.  Code or any
similar  federal,  state or foreign  bankruptcy,  insolvency or similar
law.  The term  "Custodian"  means any  custodian,  receiver,  trustee,
assignee,   sequestor,   liquidator  or  similar   official  under  any
Bankruptcy Law.

         Section  8.02.  Acceleration.  If an Event of  Default  (other
than  an  Event  of  Default  specified  in  clauses  (g)  and  (h)  of
Section 8.01  hereof) occurs and is  continuing,  the Trustee by notice
to the  Company,  or  the  Noteholders  of at  least  25% in  principal
amount of the then  outstanding  Securities  by  notice to the  Company
and  the  Trustee,  may  declare  all  the  Securities  to be  due  and
payable.  Upon such  declaration,  the principal of,  premium,  if any,
on  and  accrued  and  unpaid  interest  and  Liquidated   Damages,  if
applicable,  on the  Securities  shall be due and payable  immediately.
If an Event of Default  specified  in clause (g) or (h) of Section 8.01
hereof occurs,  the principal of,  premium,  if any, on and accrued and
unpaid  interest  and  Liquidated  Damages,  if any, on the  Securities
shall ipso facto  become and be  immediately  due and  payable  without
any  declaration  or  other  act on the  part  of  the  Trustee  or any
Noteholder.  The  Noteholders  of a  majority  in  aggregate  principal
amount of the then  outstanding  Securities  by  notice to the  Trustee
may rescind an  acceleration  and its  consequences  if the  rescission
would  not  conflict  with  any  judgment  or  decree,  if all  amounts
payable to the Trustee  pursuant to Section  9.07 hereof have been paid
and if all  existing  Events of  Default  have been  cured or waived as
provided for herein except  nonpayment of principal,  premium,  if any,
interest  or  Liquidated  Damages,  if any,  that has become due solely
because of the acceleration.

         Section  8.03.   Other  Remedies.   If  an  Event  of  Default
occurs and is continuing,  the Trustee may pursue any available  remedy
to  collect  the  payment  of  principal  of,  premium,  if any,  on or
interest  and  Liquidated  Damages,  if any, on, the  Securities  or to
enforce the  performance  of any  provision of the  Securities  or this
Indenture.

         The  Trustee  may  maintain a  proceeding  even if it does not
possess  any of the  Securities  or does not produce any of them in the
proceeding.  A delay or omission by the  Trustee or any  Noteholder  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   8.04.   Waiver   of  Past   Defaults.   Subject   to
Section 8.07  hereof,  the  Noteholders  of  a  majority  in  aggregate
principal  amount of the then  outstanding  Securities by notice to the
Trustee  may waive an  existing  Default  or Event of  Default  and its
consequences  except a  continuing  Default  or Event of Default in the
payment of the Designated  Event Payment or the principal of,  premium,
if any,  on,  or  interest  or  Liquidated  Damages,  if any,  on,  any
Security  or in  respect of a covenant  in or other  provision  of this
Indenture or the  Securities  which cannot be amended or waived without
the  consent of each  Noteholder  affected.  When a Default or Event of
Default is waived,  it is cured and ceases;  but no such  waiver  shall
extend  to any  subsequent  or other  Default  or Event of  Default  or
impair any right consequent thereon.

         Section  8.05.  Control  by  Majority.  The  Noteholders  of a
majority in principal  amount of the then  outstanding  Securities  may
direct the time,  method and place of  conducting  any  proceeding  for
any remedy  available to the Trustee or  exercising  any trust or power
conferred  on it.  However,  the  Trustee  may  refuse  to  follow  any
direction  that  conflicts  with  law or this  Indenture,  that  may be
unduly  prejudicial  to the  rights of other  Noteholders,  or that may
involve the Trustee in personal  liability;  provided  that the Trustee
may  take  any  other  action   deemed  by  the  Trustee  that  is  not
inconsistent   with  such   direction.   Prior  to  taking  any  action
hereunder,   the  Trustee   shall  be   entitled   to   indemnification
satisfactory  to it in its  sole  discretion  against  all  losses  and
expenses caused by taking or not taking such action.

         Section  8.06.  Limitation on Suits.  A Noteholder  may pursue
a remedy with respect to this Indenture or the Securities only if:

                  (a)      the  Noteholder   gives  to  the  Trustee  a
         written notice of a continuing Event of Default;

                  (b)      the   Noteholders   of  at   least   25%  in
         principal  amount of the then  outstanding  Securities  make a
         written request to the Trustee to pursue the remedy;

                  (c)      such  Noteholder or  Noteholders  offer and,
         if requested,  provide to the Trustee  indemnity  satisfactory
         to the Trustee against any loss, liability or expense;

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

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

         A  Noteholder  may not use this  Indenture  to  prejudice  the
rights of another  Noteholder  or to obtain a  preference  or  priority
over another Noteholder.

         Section  8.07.  Rights  of  Noteholders  to  Receive  Payment.
Notwithstanding  any other  provision of this  Indenture,  the right of
any  Noteholder  of a Security  to receive  payment  of  principal  of,
premium,  if any on, and interest and  Liquidated  Damages,  if any, on
the Security,  on or after the  respective  due dates  expressed in the
Security and this  Indenture,  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 the  Noteholder  made
pursuant to this Section.

         Section  8.08.  Collection  Suit by  Trustee.  If an  Event of
Default  specified in Section  8.01(a) or (b) occurs and is continuing,
the Trustee  may recover  judgment in its own name and as trustee of an
express  trust  against the Company for the whole amount of  principal,
premium,  if any, interest and Liquidated  Damages,  if any,  remaining
unpaid  on  the  Securities  and,  to  the  extent  permitted  by  law,
interest  on  overdue   principal,   premium,   if  any,  interest  and
Liquidated  Damages,  if any  and  such  further  amount  as  shall  be
sufficient  to cover the costs and, to the extent  lawful,  expenses of
collection,   including   the   reasonable   compensation,    expenses,
disbursements  and  advances of the  Trustee,  its agents and  counsel,
and any other amounts due under Section 9.07 hereof.

         Section   8.09.   Trustee  May  File  Proofs  of  Claim.   The
Trustee  shall be entitled  and  empowered,  without  regard to whether
the Trustee or any holder shall have made any demand or  performed  any
other act  pursuant  to the  provisions  of this  Article  and  without
regard to whether the  principal  of the  Securities  shall then be due
and payable as therein  expressed or by  declaration  or otherwise,  by
intervention  in any  proceedings  relative to the Company or any other
obligor  upon  the  Securities,  or to the  creditors  or  property  or
assets of the Company or any such other obligor or  otherwise,  to take
any and all  actions  authorized  under the TIA in order to have claims
of the  holders  and the  Trustee  allowed in any such  proceeding.  In
particular,  the  Trustee  shall  be  entitled  and  empowered  in such
instances:

                  (a)      to file  and  prove a claim  or  claims  for
         the whole amount of principal and premium,  if any,  interest,
         Liquidated  Damages,  if any, and any other  amounts owing and
         unpaid in  respect of the  Securities,  and to file such other
         papers  or  documents  as may be  necessary  or  advisable  in
         order  to  have  the  claims  of the  Trustee  (including  all
         amounts  owing to the  Trustee  and each  predecessor  Trustee
         pursuant to  Section 9.07  hereof) and of the holders  allowed
         in any judicial  proceedings  relating to the Company or other
         obligor  upon the  Securities  property  of the Company or any
         such other obligor,

                  (b)      unless  prohibited  by  applicable  law  and
         regulations,   to  vote  on  behalf  of  the  holders  of  the
         Securities  in any election of a trustee or a standby  trustee
         in   arrangement,   reorganization,   liquidation   or   other
         bankruptcy  or  insolvency  proceedings  or Person  performing
         similar functions in comparable proceedings, and

                  (c)      to collect  and  receive any moneys or other
         property  or  assets   payable  or  deliverable  on  any  such
         claims,  and to distribute  all amounts  received with respect
         to the  claims  of the  holders  and of the  Trustee  on their
         behalf; and any trustee,  receiver,  or liquidator,  custodian
         or other  similar  official  is hereby  authorized  by each of
         the  holders to make  payments  to the  Trustee,  and,  in the
         event  that  the  Trustee  shall  consent  to  the  making  of
         payments  directly to the holders,  to pay to the Trustee such
         amounts as shall be  sufficient  to cover all amounts owing to
         the  Trustee  and  each   predecessor   Trustee   pursuant  to
         Section 9.07 hereof.

         Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or vote for or accept or adopt on
behalf  of  any  holder  any  plan  of   reorganization,   arrangement,
adjustment or  composition  affecting  the  Securities or the rights of
any holder  thereof,  or to authorize the Trustee to vote in respect of
the claim of any holder of any such  proceeding  except,  as aforesaid,
to vote for the election of a trustee in bankruptcy or similar person.

         In any  proceedings  brought  by the  Trustee  (and  also  any
proceedings  involving  the  interpretation  of any  provision  of this
Indenture  to which the Trustee  shall be a party),  the Trustee  shall
be held to represent  all the holders of the  Securities,  and it shall
not be necessary to make any holders of the  Securities  parties to any
such proceedings.

         Section  8.10.   Priorities.   If  the  Trustee  collects  any
money  pursuant  to this  Article,  it shall  pay out the  money in the
following order:

                  First:   to  the   Trustee   for  amounts  due  under
         Section 9.07 hereof,  including  payment of all  compensation,
         expense and  liabilities  incurred,  and all advances made, by
         the Trustee and the costs and expenses of collection;

                  Second:   to  the  holders  of  Senior  Debt  to  the
         extent required by Article VI;

                  Third:  to  the  Noteholders,  for  amounts  due  and
         unpaid  on the  Securities  for  principal,  premium,  if any,
         interest and  Liquidated  Damages,  if any,  ratably,  without
         preference  or priority of any kind,  according to the amounts
         due and payable on the Securities for principal,  premium,  if
         any, interest and Liquidated Damages, if any; and

                  Fourth:  to the  Company or to such other  party as a
         court of competent jurisdiction shall direct.

         Except as  otherwise  provided  in Section  2.12  hereof,  the
Trustee  may fix a record  date and  payment  date for any  payment  to
Noteholders  made  pursuant  to this  Section 8.10.  At  least  15 days
before such  record  date,  the  Company  shall mail to each holder and
the  Trustee a notice  that states the record  date,  the payment  date
and amount to be paid.  The  Trustee  may mail such  notice in the name
and at the expense of the Company.

         Section  8.11.  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 and expenses,  against any party
litigant  in the suit,  having  due regard to the merits and good faith
of the claims or  defenses  made by the party  litigant.  This  Section
does not apply to a suit by the  Trustee,  a suit by a holder  pursuant
to Section 8.07 hereof,  or a suit by  Noteholders  of more than 10% in
principal amount of the then outstanding Securities.

         Section  8.12.  Restoration  of Rights  and  Remedies.  If the
Trustee or any holder of Securities  has  instituted  any proceeding to
enforce any right or remedy under this  Indenture  and such  proceeding
has  been  discontinued  or  abandoned  for  any  reason,  or has  been
determined  adversely  to the  Trustee or to such  holder,  then and in
every  such  case the  Company,  the  Trustee  and the  holders  shall,
subject  to  any   determination  in  such   proceeding,   be  restored
severally and  respectively to their former  positions  hereunder,  and
thereafter  all rights and  remedies  of the  Trustee  and the  holders
shall continue as though no such proceeding has been instituted.

         Section  8.13.  Rights  and  Remedies  Cumulative.  Except  as
otherwise   provided  in  Section 2.07   hereof,  no  right  or  remedy
conferred  herein,  upon or  reserved  to the Trustee or to the holders
is intended  to be  exclusive  of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be cumulative
and in  addition to every other  right and remedy  given  hereunder  or
now or  hereafter  existing  at  law or in  equity  or  otherwise.  The
assertion  or  employment  of  any  right  or  remedy   hereunder,   or
otherwise,  shall not  prevent  (to the  extent  permitted  by law) the
concurrent  assertion or employment of any other  appropriate  right or
remedy.

         Section  8.14.  Delay  or  Omission  Not  Waiver.  No delay or
omission  of the  Trustee or of any holder of any  Security to exercise
any right or remedy  accruing  upon any Event of Default  shall (to the
extent   permitted   by  law)  impair  any  such  right  or  remedy  or
constitute  a waiver of any such Event of  Default  or an  acquiescence
therein.  Every right and remedy given by this  Article VIII  or by law
to the Trustee or to the holders may (to the extent  permitted  by law)
be  exercised  from  time  to  time  and as  often  as  may  be  deemed
expedient, by the Trustee or by the holders, as the case may be.


                              ARTICLE IX

                                TRUSTEE

         Section 9.01.  Duties of Trustee.

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

         (b)      Except  during  the   continuance   of  an  Event  of
Default:  (i) the  Trustee  need  perform  only those  duties  that are
specifically  set forth in this  Indenture  and no others;  and (ii) in
the  absence of bad faith on its part,  the  Trustee  may  conclusively
rely,  as to the truth of the  statements  and the  correctness  of the
opinions  expressed  therein,  upon certificates or opinions  furnished
to the Trustee  and, if required  by the terms  hereof,  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  applicable   requirements,   if  any,  of  this
Indenture.   During  the  continuance  of  an  Event  of  Default,  the
Trustee  may consult  with its legal  counsel and rely upon advice from
such counsel with respect to legal matters.

         (c)      The Trustee may not be relieved  from  liability  for
its own  negligent  action,  its own  negligent  failure to act, or its
own  willful  misconduct,  except  that:  (i) this  paragraph  does not
limit the  effect  of  paragraph  (b) of this  Section  9.01;  (ii) the
Trustee  shall not be liable  for any  error of  judgment  made in good
faith by a Trust  Officer,  unless it is proved  that the  Trustee  was
negligent in  ascertaining  the pertinent  facts and (iii) 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 8.05 hereof.

         (d)      Every  provision  of this  Indenture  that in any way
relates to the  Trustee is subject to  paragraphs  (a),  (b) and (c) of
this Section 9.01.

         (e)      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.

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

         Section 9.02.  Rights of Trustee.

         (a)      Subject   to  the   provisions   of   Section 9.01(a)
hereof,  the  Trustee  may rely on 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.

         (b)      Before the Trustee acts or refrains  from acting,  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 of its
choice and the advice of such  counsel or any  Opinion of Counsel  with
respect  to  legal   matters   relating  to  this   Indenture  and  the
Securities  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  accordance  with the  advice  or
opinion of such counsel.

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

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

         (e)      The Trustee  shall not be charged  with  knowledge of
any Event of Default  under  subsection  (c), (d), (e), (f), (g) or (h)
of Section  8.01  unless  either (1) a Trust  Officer  assigned  to its
corporate trust  department  shall have actual  knowledge  thereof,  or
(2) the Trustee shall have received  notice thereof in accordance  with
Section  12.02  hereof from the Company or any  holder;  provided  that
the  Trustee  shall  comply  with  the  "automatic   stay"   provisions
contained in U.S. Bankruptcy Law, if applicable.

         (f)      Prior  to  the  occurrence  of an  Event  of  Default
hereunder  and after the curing and  waiving of all Events of  Default,
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,  debentures,  note,  other  evidence of  indebtedness  or
other paper or  document  unless  requested  in writing to do so by the
holders of not less than a majority in  aggregate  principal  amount of
the Securities  then  outstanding;  provided that if the payment within
a   reasonable   time  to  the  Trustee  of  the  costs,   expenses  or
liabilities  likely  to be  incurred  by  it  in  the  making  of  such
investigation  is,  in the  opinion  of  the  Trustee,  not  reasonably
assured to the Trustee by the  security  afforded to it by the terms of
this Indenture,  the Trustee may require  reasonable  indemnity against
expenses or liabilities  as a condition to  proceeding;  the reasonable
expenses  of every such  examination  shall be paid by the  Company or,
if  advanced  by the  Trustee,  shall be  repaid  by the  Company  upon
demand.  The Trustee  shall not be bound to  ascertain or inquire as to
the  performance  or  observance  of  any  covenants,   conditions,  or
agreements  on the part of the Company,  except as otherwise  set forth
herein,  but the Trustee  may,  in its  discretion,  make such  further
inquiry or  investigation  into such facts or matters as it may see fit
and if the Trustee  shall  determine  to make such  further  inquiry or
investigation,  it shall be entitled to examine the books,  records and
premises  of the  Company  personally  or by agent or  attorney  at the
sole cost of the Company.

         (g)      The  Trustee  shall not be  required to give any bond
or surety in  respect  of the  performance  of its  powers  and  duties
hereunder.

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

         Section  9.03.  Individual  Rights of Trustee.  The Trustee in
its  individual  or any other  capacity may become the owner or pledgee
of Securities  and may otherwise  deal with the Company or an Affiliate
with the same  rights it would have if it were not  Trustee.  Any Agent
may do the same  with  like  rights.  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 Commission
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 9.10 and 9.11 hereof.

         Section  9.04.  Trustee's  Disclaimer.  The  Trustee  makes no
representation  as to the  validity or adequacy  of this  Indenture  or
the  Securities,  it shall not be accountable  for the Company's use of
the proceeds from the  Securities,  and it shall not be responsible for
any  statement  of the Company in this  Indenture  or any  statement in
the Securities  (other than its certificate of  authentication)  or for
compliance by the Company with the Registration Agreement.

         Section  9.05.  Notice of  Defaults.  If a Default or Event of
Default  occurs and is  continuing  and if it is known to the  Trustee,
the  Trustee  shall  mail to  Noteholders  a notice of the  Default  or
Event of Default  within 90 days  after it  occurs.  Except in the case
of a Default or Event of  Default  relating  to the  failure to pay any
principal of or premium,  if any,  interest or Liquidated  Damages,  if
any, on any  Security,  the Trustee may  withhold  the notice if and so
long as a  committee  of its Trust  Officers  in good faith  determines
that withholding the notice is in the interests of Noteholders.

         Section  9.06.  Reports by Trustee to  Noteholders.  Within 60
days after the  reporting  date  stated in Section  12.10,  the Trustee
shall mail to  Noteholders  a brief report  dated as of such  reporting
date that complies  with TIA S 313(a) if and to the extent  required by
such  S 313(a).  The Trustee  also shall  comply with TIA S  313(b)(2).
The  Trustee  shall also  transmit  by mail all  reports as required by
TIA S 313(c).

         A  copy  of  each  report  at  the  time  of  its  mailing  to
Noteholders  shall be filed  with the SEC and each  stock  exchange  on
which  the  Securities  are  listed.   The  Company  shall  notify  the
Trustee  when the  Securities  are listed on any stock  exchange and of
any delisting thereof.

         Section  9.07.   Compensation   and  Indemnity.   The  Company
shall pay to the Trustee  from time to time such  compensation  for its
services  hereunder  as  shall  be  agreed  upon  from  time to time in
writing by the  Company and the  Trustee.  The  Trustee's  compensation
shall not be  limited  by any law on  compensation  of a trustee  of an
express  trust.  The Company  shall  reimburse the Trustee upon request
for all  reasonable  disbursements,  expenses and advances  incurred or
made  by  it  in  connection   with  the   performance  of  its  duties
hereunder.   Such   disbursements   and   expenses   may   include  the
reasonable  disbursements,  compensation  and expenses of the Trustee's
agents and counsel.

         The  Company  shall  indemnify  each of the  Trustee  and each
predecessor   Trustee  against  any  and  all  loss,   damage,   claim,
liability   or  expense   incurred  by  it  in   connection   with  the
performance  of its  duties  hereunder  except as set forth in the next
paragraph.  The  Trustee  shall  notify  the  Company  promptly  of any
claim  for  which it may seek  indemnity.  Failure  by the  Trustee  to
notify the Company  shall not  release  the Company of its  obligations
hereunder.  The Company  shall  defend the claim and the Trustee  shall
cooperate  in  the  defense.  If  in  the  reasonable  opinion  of  the
Trustee,  a conflict  of  interest  exists  between the Trustee and the
Company  with  respect to such claim,  the  Trustee  may have  separate
counsel and the Company shall pay the  reasonable  fees,  disbursements
and  expenses  of  such  counsel.  The  Company  need  not  pay for any
settlement  made  without  its  consent,  which  consent  shall  not be
unreasonably withheld.

         The  Company  need not  reimburse  any  expense  or  indemnify
against  any loss or  liability  incurred  by the  Trustee  through the
Trustee's negligence or bad faith.

         The obligations of the Company under this  Section 9.07  shall
survive   the   resignation   or  removal  of  the   Trustee   and  the
satisfaction and discharge of the Indenture.
         To secure the Company's  payment  obligations in this Section,
the  Trustee  shall  have a lien  on all  money  or  property  held  or
collected  by the Trustee,  except  money or property  held in trust to
pay principal of, or premium,  if any, interest or Liquidated  Damages,
if  any,  on,  particular  Securities.  Such  lien  shall  survive  the
satisfaction or discharge of the indenture.

         When the Trustee  incurs  expenses or renders  services  after
an Event of Default  specified  in Section  8.01(g) or (h) occurs,  the
expenses  and  the  compensation  for  the  services  are  intended  to
constitute expenses of administration under any Bankruptcy Law.

         Section  9.08.   Replacement  of  Trustee.  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.

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

                  (a)      the  Trustee  fails to comply  with  Section
         9.10  hereof,  unless the  Trustee's  duty to resign is stayed
         as provided in TIA S 310(b);

                  (b)      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;

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

                  (d)      the Trustee becomes incapable of acting.

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

         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  Noteholders  of at least 10% in principal
amount  of  the  then  outstanding  Securities  may  petition,  at  the
expense of the  Company,  any court of competent  jurisdiction  for the
appointment of a successor Trustee.

         If the  Trustee  fails to comply  with  Section  9.10  hereof,
unless  the  Trustee's  duty to resign is stayed as  provided  in TIA S
310(b),  any  Noteholder  who has been a bona fide holder of a Security
for  at  least  six  months  may   petition   any  court  of  competent
jurisdiction  for the removal of the Trustee and the  appointment  of a
successor Trustee.

         A successor  Trustee  shall  deliver a written  acceptance  of
its   appointment   to  the  retiring   Trustee  and  to  the  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
Noteholders.   The  retiring   Trustee  shall  promptly   transfer  all
property  held by it as Trustee to the  successor  Trustee,  subject to
the lien  provided  for in Section  9.07  hereof.  Notwithstanding  the
resignation  or  replacement  of the Trustee  pursuant to this  Section
9.08,  the  Company's  obligations  under  Section  9.07  hereof  shall
continue  for the  benefit  of the  retiring  trustee  with  respect to
expenses and  liabilities  incurred by it prior to such  resignation or
replacement.

         Section  9.09.  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.

         In case at the time such  successor or  successors  by merger,
conversion  or  consolidation  to  the  Trustee  shall  succeed  to the
trusts  created  by this  Indenture  any of the  Securities  shall have
been  authenticated  but  not  delivered,  any  such  successor  to the
Trustee   may  adopt  the   certificate   of   authentication   of  any
predecessor  trustee,  and deliver such  Securities  so  authenticated;
and in case at that  time any of the  Securities  shall  not have  been
authenticated,  any  successor  to the  Trustee may  authenticate  such
Securities  either in the name of any  predecessor  hereunder or in the
name of the  successor  to the  Trustee;  and in all  such  cases  such
certificates  shall have the full  force  which it is  anywhere  in the
Securities or in this  Indenture  provided that the  certificate of the
Trustee shall have.

         Section    9.10.    Eligibility;     Disqualification.    This
Indenture  shall always have a Trustee who satisfies  the  requirements
of TIA S  310(a)(1),  (2) and (5).  The  Trustee  shall  always  have a
combined  capital and surplus as stated in Section  12.10  hereof.  The
Trustee  is  subject  to TIA S 310(b);  provided,  however,  that there
shall be excluded from the operation of TIA  S 310(b)(1)  any indenture
or  indentures   under  which  other   securities  or  certificates  of
interest  or  participation  in other  securities  of the  Company  are
outstanding  if the  requirements  for such  exclusion set forth in TIA
S 310(b)(1) are met.

         Section  9.11.  Preferential  Collection  of  Claims  Against 
Company.  The  Trustee  is  subject  to  TIA S  311(a),  excluding  any
creditor  relationship  listed  in TIA S  311(b).  A  Trustee  who  has
resigned  or been  removed  shall be  subject  to TIA S  311(a)  to the
extent indicated therein.


                               ARTICLE X

                        DISCHARGE OF INDENTURE

         Section  10.01.  Termination  of  the  Company's  Obligations.
This  Indenture  shall cease to be of further  effect (except as to any
surviving  rights of conversion,  registration  of transfer or exchange
of  Securities  herein  expressly  provided  for and  except as further
provided  below),  and the Trustee,  on demand of and at the expense of
the   Company,   shall   execute   proper   instruments   acknowledging
satisfaction and discharge of this Indenture, when

         (a)      either

                      (i)  all  Securities  theretofore   authenticated
         and  delivered  (other  than (i)  Securities  which  have been
         destroyed,  lost or stolen  and which  have been  replaced  or
         paid as  provided  in  Section  2.07 and (ii)  Securities  for
         whose payment money has  theretofore  been  deposited in trust
         and   thereafter   repaid  to  the   Company  as  provided  in
         Section 10.02)   have  been   delivered  to  the  Trustee  for
         cancellation; or

                      (ii) all   such    Securities   not   theretofore
         delivered to the Trustee for cancellation

                           (A)      have become due and payable, or

                           (B)      will  become due and payable at the
                  final maturity date within one year, or

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

         and  the  Company,  in the  case  of  clause  (A),  (B) or (C)
         above,  has irrevocably  deposited or caused to be irrevocably
         deposited  with the  Trustee  as trust  funds in trust for the
         purpose  cash in an  amount  sufficient  to pay and  discharge
         the entire  indebtedness  on such  Securities not  theretofore
         delivered  to the Trustee  for  cancellation,  for  principal,
         premium,  if any, interest and Liquidated  Damages, if any, to
         the  date of such  deposit  (in the case of  Securities  which
         have  become due and  payable) or to the final  maturity  date
         or redemption date, as the case may be, in all other cases;

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

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

         Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture,  the  obligations  of  the  Company  to  the  Trustee  under
Section  9.07,  the  obligations  of  the  Company  to  pay  Liquidated
Damages  under this  Indenture,  the  Securities  and the  Registration
Agreement  and,  if money  shall have been  deposited  with the Trustee
pursuant  to  subclause  (ii)  of  clause  (a)  of  this  Section,  the
provisions  of Sections  2.03,  2.04,  2.05,  2.06,  2.07,  2.10,  2.11
(second  paragraph  only),  2.13,  2.15,  3.08, 4.02 (second  paragraph
only),  4.04,  4.07 and  4.08,  Article  V and this  Article  X,  shall
survive;  and,  notwithstanding  the satisfaction and discharge of this
Indenture,  the Company  agrees to reimburse  the Trustee for any costs
or  expenses  thereafter   reasonably  and  properly  incurred  by  the
Trustee  and to  compensate  the Trustee  for any  services  thereafter
reasonably  and  properly  rendered by the Trustee in  connection  with
this  Indenture,   the   Registration   Agreement  or  the  Securities.
Thereupon,  the Trustee upon request of the Company,  shall acknowledge
in  writing  the  discharge  of the  Company's  obligations  under this
Indenture, except for those surviving obligations specified above.

         Subject  to the  provisions  of  Section  10.02,  the  Trustee
shall  hold in  trust,  for  the  benefit  of the  holders,  all  money
deposited  with it pursuant to this  Section  10.01 and shall apply the
deposited  money in accordance  with this  Indenture and the Securities
to the payment of the principal of, and premium,  if any,  interest and
Liquidated  Damages,  if  any,  on the  Securities.  Money  so  held in
trust shall not be subject to the  subordination  provisions of Article
VI.

         Section  10.02.  Repayment  to  Company.  The  Trustee and the
Paying  Agent  shall  promptly  pay to the  Company  upon  request  any
excess money or securities held by them at any time.

         The  Trustee  and the Paying  Agent  shall pay to the  Company
upon  written  request  any  money  held by them  for  the  payment  of
principal or interest  that remains  unclaimed  for two years after the
date  upon  which  such  payment  shall  have  become  due;   provided,
however,  that the  Company  shall  have  first  caused  notice of such
payment  to the  Company  to be  mailed  to  each  Noteholder  entitled
thereto  no less than 30 days  prior to such  payment  or  within  such
period  shall have  published  such notice in a financial  newspaper of
widespread  circulation  published in The City of New York,  including,
without  limitation,   The  Wall  Street  Journal  (national  edition).
After  payment to the  Company,  the Trustee and the Paying Agent shall
have no further  liability  with respect to such money and  Noteholders
entitled  to the money must look to the  Company for payment as general
creditors  unless any  applicable  abandoned  property  law  designates
another person.

         Section  10.03.  Reinstatement.  If the  Trustee or any Paying
Agent is  unable  to apply  any  money in  accordance  with the  second
paragraph  of  Section  10.01 by reason of any legal  proceeding  or by
reason  of  any  order  or  judgment  of  any  court  or   governmental
authority   enjoining,   restraining  or  otherwise   prohibiting  such
application,  then the Company's  obligations  under this Indenture and
the  Securities  shall be revived and  reinstated  as though no deposit
had occurred  pursuant to Section  10.01 until such time as the Trustee
or  such  Paying  Agent  is  permitted  to  apply  all  such  money  in
accordance with Section 10.01;  provided,  however, that if the Company
has made any payment of the principal of or premium,  if any,  interest
or  Liquidated  Damages,  if  any,  on any  Securities  because  of the
reinstatement  of its  obligations,  the Company shall be subrogated to
the  rights of the  holders  of such  Securities  to  receive  any such
payment from the money held by the Trustee or such Paying Agent.


                              ARTICLE XI

                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 11.01.  Without  Consent of  Noteholders.  The Company
and  the  Trustee  may  amend  or  supplement  this  Indenture  or  the
Securities without the consent of any Noteholder:

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

                  (b)      to  comply  with   Sections  5.13  and  7.01
         hereof;

                  (c)      to  provide  for  uncertificated  Securities
         in addition to certificated Securities;

                  (d)      to make any change  that does not  adversely
         affect the legal rights hereunder of any Noteholder;

                  (e)      to qualify this  Indenture  under the TIA or
         to  comply  with  the  requirements  of the  SEC in  order  to
         maintain the qualification of the Indenture under the TIA;

                  (f)      to  make  any  change  that   provides   any
         additional  rights or benefits  to the holders of  Securities;
         or

                  (g)      to evidence  and provide for the  acceptance
         under the Indenture of a successor Trustee.

         Upon  the  request  of  the  Company  accompanied  by a  Board
Resolution   authorizing   the   execution   of  any  such  amended  or
supplemental  Indenture,  and  upon  receipt  by  the  Trustee  of  the
documents  described in Section  11.07  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  affects  its own
rights, duties or immunities under this Indenture or otherwise.

         An  amendment  under this Section may not make any change that
adversely  affects the rights under  Article VI of any holder of Senior
Debt then  outstanding  unless the  holders of such Senior Debt (or any
group or representative  thereof  authorized to give a consent) consent
to such change.

         Section  11.02.   With  Consent  of  Noteholders.   Except  as
provided below in this  Section 11.02,  the Company and the Trustee may
amend or supplement  this Indenture or the Securities  with the written
consent  (including  consents obtained in connection with any tender or
exchange  offer  for  Securities)  of the  Noteholders  of at  least  a
majority  in  principal  amount  of the  then  outstanding  Securities.
Subject  to  Sections  8.04  and  8.07  hereof,  the  Noteholders  of a
majority in principal  amount of the Securities  then  outstanding  may
also  by  their  written  consent   (including   consents  obtained  in
connection  with any tender  offer or  exchange  offer for  Securities)
waive any  existing  Default or Event of Default as provided in Section
8.04 or waive  compliance in a particular  instance by the Company with
any provision of this  Indenture or the  Securities.  However,  without
the consent of each Noteholder  affected,  an amendment,  supplement or
waiver  under this  Section  may not (with  respect  to any  Securities
held by a nonconsenting Noteholder):

                  (a)      reduce  the  amount  of   Securities   whose
         Noteholders  must  consent  to  an  amendment,  supplement  or
         waiver;

                  (b)      reduce  the rate of, or change  the time for
         payment of, interest or Liquidated Damages on any Security;

                  (c)      reduce  the   principal  of  or  change  the
         fixed  maturity  of  any  Security  or  alter  the  redemption
         provisions   with   respect   thereto   (including,    without
         limitation,   the   amount  of  any   premium   payable   upon
         redemption);

                  (d)      make any  Security  payable  in money  other
         than that stated in the Security;

                  (e)      make any  change in  Section  8.04,  8.07 or
         11.02 hereof (this sentence);

                  (f)      waive  a  default  in  the  payment  of  the
         Designated  Event Payment or any principal of, or premium,  if
         any,  or  interest  or  Liquidated  Damages,  if any,  on, any
         Security  (other than a rescission  of  acceleration  pursuant
         to   Section 8.02   hereof  and  a  waiver  of  nonpayment  of
         principal,  premium,  if any, interest or Liquidated  Damages,
         if  any,   that  have  become  due  solely   because  of  such
         acceleration of the Securities);

                  (g)      waive a  redemption  payment  payable on any
         Security; or

                  (h)      make any  change in the  rights  of  holders
         of  Securities   to  receive   payment  of  principal  of,  or
         premium,  if any, or interest or Liquidated  Damages,  if any,
         on, the Securities;

                  (i)      modify  the   conversion  or   subordination
         provisions  in  a  manner   adverse  to  the  holders  of  the
         Securities; and

                  (j)      impair the right of  Noteholders  to convert
         Securities  into Common  Stock of the Company or  otherwise to
         receive any cash,  securities or other property  receivable by
         a holder upon conversion of Securities.

         Upon  the  request  of  the  Company  accompanied  by a  Board
Resolution   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
Securities  as  aforesaid,  and  upon  receipt  by the  Trustee  of the
documents  described in  Section 11.07  hereof,  the Trustee shall join
with the  Company in the  execution  of such  amended  or  supplemental
Indenture  unless such amended or  supplemental  Indenture  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.

         To secure a consent  of the  Noteholders  under  this  Section
11.02,  it shall not be necessary  for the  Noteholders  to approve the
particular form of any proposed  amendment,  supplement or waiver,  but
it shall be sufficient if such consent approves the substance thereof.

         Section  11.03.  Compliance  with Trust  Indenture  Act. Every
amendment to this Indenture or the  Securities  shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

         Section  11.04.  Revocation  and Effect of Consents.  Until an
amendment,  supplement or waiver becomes effective,  a consent to it by
a Noteholder  of a Security is a continuing  consent by the  Noteholder
and  every  subsequent  Noteholder  of  a  Security  or  portion  of  a
Security that  evidences the same debt as the  consenting  Noteholder's
Security,  even  if  notation  of  the  consent  is  not  made  on  any
Security.  However,  any such  Noteholder or subsequent  Noteholder may
revoke the  consent as to such  Noteholder's  Security  or portion of a
Security if the Trustee  receives the notice of  revocation  before the
date  on  which  the   Trustee   receives  an   Officers'   Certificate
certifying  that the Noteholders of the requisite  principal  amount of
Securities have consented to the amendment, supplement or waiver.

         The Company may,  but shall not be obligated  to, fix a record
date  for the  purpose  of  determining  the  Noteholders  entitled  to
consent to any  amendment,  supplement  or waiver.  If a record date is
fixed,   then   notwithstanding   the  provisions  of  the  immediately
preceding  paragraph,  those  persons  who  were  Noteholders  at  such
record  date  (or  their  duly  designated  proxies),  and  only  those
persons,  shall be  entitled to consent to such  amendment,  supplement
or waiver or to revoke any  consent  previously  given,  whether or not
such persons  continue to be  Noteholders  after such record  date.  No
consent  shall be valid or  effective  for more than 90 days after such
record date unless  consents from  Noteholders of the principal  amount
of  Securities  required  hereunder for such  amendment,  supplement or
waiver to be  effective  shall  have also  been  given and not  revoked
within such 90-day period.

         After an  amendment,  supplement or waiver  becomes  effective
it shall bind every  Noteholder,  unless it is of the type described in
any of  clauses  (a)  through  (j) of  Section  11.02  hereof.  In such
case,  the amendment,  supplement or waiver shall bind each  Noteholder
who  has  consented  to  it  and  every   subsequent   Noteholder  that
evidences the same debt as the consenting Noteholder's Security.

         Upon the execution of any  supplemental  indenture  under this
Article XI,  this Indenture shall be modified in accordance  therewith,
and such  supplemental  indenture  shall form a part of this  Indenture
for all  purposes;  and  every  holder  of  Securities  theretofore  or
thereafter   authenticated  and  delivered  hereunder  shall  be  bound
thereby.  After  a  supplemental   indenture  becomes  effective,   the
Company  shall  mail  to  holders  a  notice  briefly  describing  such
amendment.  The  failure  to give such  notice to all  holders,  or any
defect  therein,  shall  not  impair  or  affect  the  validity  of  an
amendment under this Article.

         Section  11.05.  Notation on or Exchange  of  Securities.  The
Trustee  may  place  an   appropriate   notation  about  an  amendment,
supplement  or waiver on any  Security  thereafter  authenticated.  The
Company  in  exchange  for all  Securities  may issue  and the  Trustee
shall   authenticate   new  Securities   that  reflect  the  amendment,
supplement or waiver.

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

         Section  11.06.  Trustee  Protected.  The  Trustee  shall sign
all  supplemental  indentures,  except that the Trustee  may,  but need
not,  sign  any  supplemental  indenture  that  adversely  affects  its
rights.

         Section  11.07.  Trustee  to  Sign  Supplemental   Indentures.
The Company may not sign a  supplemental  Indenture  until the Board of
Directors  approves it. In executing any  supplemental  indenture,  the
Trustee   shall   be   entitled   to   receive   indemnity   reasonably
satisfactory to it and to receive and (subject to  Section 9.01)  shall
be fully  protected  in relying  upon,  in  addition  to the  documents
required by Section 12.04,  an Officers'  Certificate and an Opinion of
Counsel stating that:

                  (a)      such  supplemental  indenture is  authorized
         or  permitted  by  this  Indenture  and  that  all  conditions
         precedent to the execution,  delivery and  performance of such
         supplemental indenture have been satisfied;

                  (b)      the  Company  has  all  necessary  corporate
         power and  authority  to execute and deliver the  supplemental
         indenture  and that the  execution,  delivery and  performance
         of such  supplemental  indenture  has been duly  authorized by
         all necessary corporate action of the Company;

                  (c)      the execution,  delivery and  performance of
         the  supplemental  indenture do not conflict  with,  or result
         in the  breach of or  constitute  a  default  under any of the
         terms,   conditions  or  provisions  of  (i) this   Indenture,
         (ii) the  charter  documents  or  by-laws of the  Company,  or
         (iii) any  material  agreement  or  instrument  to  which  the
         Company is subject and of which such counsel is aware;

                  (d)      to the  knowledge of legal  counsel  writing
         such  Opinion  of  Counsel,   the   execution,   delivery  and
         performance  of the  supplemental  indenture  do not  conflict
         with,   or  result  in  the   breach  of  any  of  the  terms,
         conditions   or   provisions  of  (i) any  law  or  regulation
         applicable to the Company,  or (ii) any material order,  writ,
         injunction   or   decree   of  any   court   or   governmental
         instrumentality applicable to the Company;

                  (e)      such  supplemental  indenture  has been duly
         and validly  executed and  delivered by the Company,  and this
         Indenture   together   with   such   supplemental    indenture
         constitutes  a legal,  valid  and  binding  obligation  of the
         Company  enforceable  against the Company,  in accordance with
         its  terms,  except as such  enforceability  may be limited by
         applicable     bankruptcy,     insolvency,     reorganization,
         fraudulent  conveyance  or  transfer,  moratorium  or  similar
         laws   affecting  the   enforcement   of   creditors'   rights
         generally   and   general   equitable    principles   (whether
         considered in a proceeding at law or in equity); and

                  (f)      this    Indenture    together    with   such
         amendment or supplement complies with the TIA.

         Section  11.08.  Payment  for  Consent.  Neither  the  Company
nor any Affiliate of the Company  shall,  directly or  indirectly,  pay
or cause  to be paid any  consideration,  whether  by way of  interest,
fee  or  otherwise,  to  any  holder  for  or as an  inducement  to any
consent,  waiver  or  amendment  of any of the terms or  provisions  of
this Indenture or the Securities  unless such  consideration is offered
to be paid to all holders  that so consent,  waive or agree to amend in
the time frame set forth in  solicitation  documents  relating  to such
consent, waiver or agreement.


                              ARTICLE XII

                             MISCELLANEOUS

         Section   12.01.   Trust   Indenture  Act  Controls.   If  any
provision  of this  Indenture  limits,  qualifies,  or  conflicts  with
another  provision which is automatically  deemed to be incorporated in
this Indenture by the TIA, the  incorporated  provision  shall control.
If any provision of this  Indenture  modifies or excludes any provision
of the TIA that may be so modified or  excluded,  the latter  provision
shall  be  deemed  to  apply  to  this  Indenture  as  so  modified  or
excluded, as the case may be.

         Section 12.02.  Notices.  Any notice or  communication  by the
Company or the  Trustee  to the other is duly  given if in writing  and
delivered  in  person  or mailed by  first-class  mail  (registered  or
certified,  return receipt requested),  telecopier  (promptly confirmed
in writing) or  overnight  air courier  guaranteeing  next day delivery
to the other's  address  stated in Section  12.10  hereof.  The Company
or the  Trustee  by notice to the other  may  designate  additional  or
different addresses for subsequent notices or communications.

         Any notice or  communication  to a Noteholder  shall be mailed
by  first-class  mail,  postage  prepaid  to his  address  shown on the
register  kept by the  Registrar.  Any  notice or  communication  shall
also be so mailed  to any  Person  described  in TIA  S 313(c),  to the
extent   required   by  the  TIA.   Failure   to  mail  a   notice   or
communication  to a  Noteholder  or any  defect in it shall not  affect
its sufficiency with respect to other Noteholders.

         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; a notice or communication,  however,
shall not be effective  unless,  in the case of the  Trustee,  actually
received.

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

         All other notices or communications shall be in writing.

         In case by reason of the  suspension  of regular mail service,
or by reason of any other  cause,  it shall be  impossible  to mail any
notice as required by the Indenture,  then such method of  notification
as shall be made with the  approval of the Trustee  shall  constitute a
sufficient mailing of such notice.

         Section  12.03.  Communication  by  Noteholders  with  Other  
Noteholders.  Noteholders  may  communicate  pursuant  to TIA S  312(b)
with  other  Noteholders  with  respect  to  their  rights  under  this
Indenture or the Securities.  The Company,  the Trustee,  the Registrar
and anyone else shall have the protection of TIA S 312(c).

         Section  12.04.  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:

                  (a)      an   Officers'   Certificate   in  form  and
         substance  reasonably   satisfactory  to  the  Trustee  (which
         shall  include  the  statements  set  forth in  Section  12.05
         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

                  (b)      an   Opinion   of   Counsel   in  form   and
         substance  reasonably   satisfactory  to  the  Trustee  (which
         shall  include  the  statements  set  forth in  Section  12.05
         hereof)  stating  that,  in the opinion of such  counsel,  all
         such conditions precedent and covenants have been satisfied.

         In  any  case  where  several  matters  are  required  by,  or
covered by an opinion of, any  specified  Person,  it is not  necessary
that all such  matters be  certified  by, or covered by the opinion of,
only one such  Person,  or that they be so certified or covered by only
one  document,  but one such Person may certify or give an opinion with
respect  to some  matters  and one or more  such  Persons  as to  other
matters,  and any such  Person  may  certify  or give an  opinion as to
such matters in one or several documents.

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

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

         Any  Officers'  Certificate,  statement  or Opinion of Counsel
may be based,  insofar  as it  relates to  accounting  matters,  upon a
certificate or opinion of or  representation  by an accountant (who may
be an employee of the  Company),  or firm of  accountants,  unless such
Officer or counsel,  as the case may be,  knows,  or in the exercise of
reasonable  care  should  know,  that the  certificate  or  opinion  or
representation  with respect to the  accounting  matters upon which his
or her  certificate,  statement or opinion may be based as aforesaid is
erroneous.

         Section  12.05.   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
pursuant to Section 4.03) shall include:

                  (a)      a statement  that the Persons  signing  such
         certificate  or rendering  such opinion has read such covenant
         or condition;

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

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

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

         Section  12.06.  Rules by  Trustee  and  Agents.  The  Trustee
may  make   reasonable   rules  for  action   by,  or  a  meeting   of,
Noteholders.  The Registrar or Paying Agent may make  reasonable  rules
and set reasonable requirements for its functions.

         Section  12.07.  Legal  Holidays.   A  "Legal  Holiday"  is  a
Saturday,  a  Sunday  or a day on  which  banking  institutions  in the
State of New York are not  required  to be open.  If a payment  date is
a Legal  Holiday  at a place of  payment,  payment  may be made at that
place on the next  succeeding day that is not a Legal  Holiday,  and no
interest  or  Liquidated  Damages  shall  accrue  for  the  intervening
period  unless the Company  shall  default in making the payment due on
such next  succeeding  day. If any other  operative  date for  purposes
of  this  Indenture  shall  occur  on a  Legal  Holiday  then  for  all
purposes the next  succeeding  day that is not a Legal Holiday shall be
such operative date.

         Section  12.08.  No  Recourse   Against  Others.  A  director,
officer,  employee or  stockholder,  as such,  of the Company shall not
have  any  liability  for any  obligations  of the  Company  under  the
Securities  or this  Indenture or for any claim based on, in respect of
or by reason of such  obligations or their  creation.  Each  Noteholder
by accepting a Security  waives and releases  all such  liability.  The
waiver and release are part of the  consideration  for the issue of the
Securities.

         Section   12.09.   Counterparts.   This   Indenture   may   be
executed in any number of  counterparts  and by the  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed
to be an original  and all of which  taken  together  shall  constitute
one and the same agreement.

         Section  12.10.  Variable  Provisions.   "Officer"  means  the
Chairman of the Board,  the Chief  Executive  Officer,  the  President,
any  Vice-President,  the Chief Financial Officer,  the Treasurer,  the
Secretary,  any Assistant  Treasurer,  any  Assistant  Secretary or the
Controller of the Company.

         The Company  initially  appoints the Trustee as Paying  Agent,
Registrar and  Conversion  Agent,  and the Trustee  hereby accepts such
appointments.

         The first  certificate  pursuant to Section  4.03 hereof shall
be for the fiscal year ending on December 31, 2000.

         The reporting  date for Section 9.06 hereof is  February 15 of
each year.  The first reporting date is February 15, 2000.

         The Trustee  shall always have a combined  capital and surplus
of at least  $50,000,000  as set  forth in its  most  recent  published
annual report of condition.

         The Company's address for purposes of the Indenture is:

         DoubleClick Inc.
         41 Madison Avenue, 32nd Floor
         New York, New York 10010
         Attention:  Chief Financial Officer
         Telephone No.:  (212) 683-0001
         Telecopier No.:  (212) 889-0029

         The Trustee's address is:

         The Bank of New York
         101 Barclay Street, Floor 21 West
         New York, New York 10286
         Attn:  Corporate Trust Trustee Administration
         Telephone No.:  (212) 815-5763
         Telecopier No.:  (212) 815-5915

         The  Company  or  the  Trustee  may  change  its  address  for
purposes of this Indenture by written notice to the other.

         Section  12.11.  GOVERNING  LAW.  THE  INTERNAL  LAWS  OF  THE
STATE OF NEW YORK  SHALL  GOVERN  THIS  INDENTURE  AND THE  SECURITIES,
WITHOUT  REGARD,  TO THE EXTENT  PERMITTED  BY LAW, TO THE  CONFLICT OF
LAWS PROVISIONS THEREOF.

         Section   12.12.   No   Adverse   Interpretation   of  Other  
Agreements.  This  Indenture  may  not be  used  to  interpret  another
indenture,  loan or debt  agreement  of the  Company  or an  Affiliate.
Any  such  indenture,  loan  or  debt  agreement  may  not be  used  to
interpret this Indenture.

         Section  12.13.  Successors.  All  agreements  of the  Company
in this  Indenture and the  Securities  shall bind its  successor.  All
agreements of the Trustee in this Indenture shall bind its successor.

         Section  12.14.  Severability.  In case any  provision in this
Indenture  or  in  the   Securities   shall  be  invalid,   illegal  or
unenforceable,  then (to the  extent  permitted  by law) the  validity,
legality and  enforceability  of the remaining  provisions shall not in
any way be affected or impaired thereby.

         Section  12.15.  Table of Contents,  Headings,  Etc. The Table
of  Contents  and  headings  of  the  Articles  and  Sections  of  this
Indenture  and the  Securities  have been inserted for  convenience  of
reference  only,  are not to be  considered  a part  hereof or thereof,
and shall in no way modify or restrict  any of the terms or  provisions
hereof or thereof.


         IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly executed, all as of the date first written above.

              DoubleClick Inc., as Company,



                 By _______________________________
        Name:
        Title:

              The Bank of New York, as Trustee,



        By _____________________________________
Name:
Title:




                                                         
                                                              EXHIBIT A


                 FORM OF CONVERTIBLE SUBORDINATED NOTE

                      [Global Securities Legend]

         UNLESS  THIS   CERTIFICATE   IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE   OF  THE   DEPOSITORY   TRUST   COMPANY,   A  NEW  YORK
CORPORATION  ("DTC"),  NEW YORK,  NEW YORK, 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 IN
SUCH OTHER NAME AS IS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF
DTC (AND ANY  PAYMENT IS MADE TO CEDE & CO.,  OR TO SUCH  OTHER  ENTITY
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON
IS WRONGFUL  INASMUCH AS THE REGISTERED  OWNER HEREOF,  CEDE & CO., HAS
AN INTEREST HEREIN.

         TRANSFERS  OF  THIS  GLOBAL   SECURITY  SHALL  BE  LIMITED  TO
TRANSFERS  IN  WHOLE,  BUT  NOT IN  PART,  TO  NOMINEES  OF DTC OR TO A
SUCCESSOR  THEREOF  OR  SUCH  SUCCESSOR'S   NOMINEE  AND  TRANSFERS  OF
PORTIONS OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO  TRANSFERS  MADE
IN  ACCORDANCE  WITH  THE  RESTRICTIONS  SET  FORTH  IN  THE  INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

     [Restricted Global Securities Legend For Inclusion in Global
                           Securities Only]

         THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES
ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT").  THE HOLDER  HEREOF,
BY  PURCHASING  THIS  SECURITY,  AGREES FOR THE  BENEFIT OF THE COMPANY
THAT  THIS   SECURITY   MAY  NOT  BE  RESOLD,   PLEDGED  OR   OTHERWISE
TRANSFERRED  (X)  PRIOR  TO THE  SECOND  ANNIVERSARY  OF  THE  ISSUANCE
HEREOF (OR ANY PREDECESSOR  SECURITY  HERETO) OR (Y) BY ANY HOLDER THAT
WAS  AN  "AFFILIATE"   (WITHIN  THE  MEANING  OF  RULE  144  UNDER  THE
SECURITIES  ACT) OF THE  COMPANY AT ANY TIME  DURING  THE THREE  MONTHS
PRECEDING THE DATE OF SUCH  TRANSFER,  IN EITHER CASE OTHER THAN (1) TO
THE  COMPANY,  (2) SO LONG AS THIS  SECURITY  IS  ELIGIBLE  FOR  RESALE
PURSUANT  TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A"),  TO A
PERSON   WHOM  THE   SELLER   REASONABLY   BELIEVES   IS  A   QUALIFIED
INSTITUTIONAL  BUYER  WITHIN THE MEANING OF RULE 144A,  PURCHASING  FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER
TO WHOM  NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER  TRANSFER IS
BEING MADE IN  RELIANCE ON RULE 144A,  (3) IN AN  OFFSHORE  TRANSACTION
(AS DEFINED IN  REGULATION S UNDER THE  SECURITIES  ACT) IN  ACCORDANCE
WITH  REGULATION  S UNDER THE  SECURITIES  ACT,  (4) TO AN  INSTITUTION
THAT IS AN  "ACCREDITED  INVESTOR" AS DEFINED IN RULE  501(a)(1),  (2),
(3)  OR  (7)  UNDER  THE  SECURITIES  ACT  ("INSTITUTIONAL   ACCREDITED
INVESTOR")  THAT IS ACQUIRING  THIS  SECURITY FOR  INVESTMENT  PURPOSES
AND NOT FOR  DISTRIBUTION  AND THAT,  PRIOR TO SUCH TRANSFER,  DELIVERS
TO THE  COMPANY  AND THE  TRUSTEE A SIGNED  LETTER  CONTAINING  CERTAIN
REPRESENTATIONS   AND  AGREEMENTS   RELATING  TO  THE  RESTRICTIONS  ON
TRANSFER OF THE  SECURITY  EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER
MAY BE OBTAINED  FROM THE TRUSTEE),  (5) PURSUANT TO AN EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  PROVIDED  BY  RULE  144  (IF
APPLICABLE)  UNDER THE  SECURITIES  ACT OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT,  IN EACH  CASE IN
ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY  STATE OF THE
UNITED  STATES.   THE  HOLDER  HEREOF,  BY  PURCHASING  THIS  SECURITY,
REPRESENTS  AND AGREES FOR THE BENEFIT OF THE COMPANY  THAT IT IS (1) A
QUALIFIED  INSTITUTIONAL  BUYER  OR  (2)  AN  INSTITUTIONAL  ACCREDITED
INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR  INVESTMENT  PURPOSES
AND NOT FOR  DISTRIBUTION  OR (3) NOT A U.S.  PERSON AND IS OUTSIDE THE
UNITED  STATES  WITHIN THE  MEANING OF (OR AN  ACCOUNT  SATISFYING  THE
REQUIREMENTS  OF  PARAGRAPH  (k)(2)  OF RULE 902  UNDER)  REGULATION  S
UNDER THE  SECURITIES  ACT.  IN ANY CASE THE  HOLDER  HEREOF  WILL NOT,
DIRECTLY  OR  INDIRECTLY,  ENGAGE  IN  ANY  HEDGING  TRANSACTIONS  WITH
REGARD TO THIS SECURITY OR ANY COMMON STOCK  ISSUABLE  UPON  CONVERSION
OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

 [Restricted Definitive Securities Legend For Inclusion in Definitive
                           Securities Only]


         THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES
ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT").  THE HOLDER  HEREOF,
BY  PURCHASING  THIS  SECURITY,  AGREES FOR THE  BENEFIT OF THE COMPANY
THAT  THIS   SECURITY   MAY  NOT  BE  RESOLD,   PLEDGED  OR   OTHERWISE
TRANSFERRED  (X)  PRIOR  TO THE  SECOND  ANNIVERSARY  OF  THE  ISSUANCE
HEREOF (OR ANY PREDECESSOR  SECURITY  HERETO) OR (Y) BY ANY HOLDER THAT
WAS  AN  "AFFILIATE"   (WITHIN  THE  MEANING  OF  RULE  144  UNDER  THE
SECURITIES  ACT) OF THE  COMPANY AT ANY TIME  DURING  THE THREE  MONTHS
PRECEDING THE DATE OF SUCH  TRANSFER,  IN EITHER CASE OTHER THAN (1) TO
THE  COMPANY,  (2) SO LONG AS THIS  SECURITY  IS  ELIGIBLE  FOR  RESALE
PURSUANT  TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A"),  TO A
PERSON   WHOM  THE   SELLER   REASONABLY   BELIEVES   IS  A   QUALIFIED
INSTITUTIONAL  BUYER  WITHIN THE MEANING OF RULE 144A,  PURCHASING  FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER
TO WHOM  NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER  TRANSFER IS
BEING MADE IN  RELIANCE ON RULE 144A (AS  INDICATED  BY THE BOX CHECKED
BY THE  TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER ON THE REVERSE OF
THIS  SECURITY),   (3)  IN  AN  OFFSHORE  TRANSACTION  (AS  DEFINED  IN
REGULATION S UNDER THE SECURITIES  ACT) IN ACCORDANCE  WITH  REGULATION
S UNDER THE  SECURITIES  ACT (AS  INDICATED  BY THE BOX  CHECKED BY THE
TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER  ON THE  REVERSE  OF THIS
SECURITY),  (4) TO AN INSTITUTION  THAT IS AN "ACCREDITED  INVESTOR" AS
DEFINED IN RULE  501(a)(1),  (2), (3) OR (7) UNDER THE  SECURITIES  ACT
("INSTITUTIONAL   ACCREDITED   INVESTOR")  (AS  INDICATED  BY  THE  BOX
CHECKED  BY  THE  TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER  ON THE
REVERSE  OF  THIS   SECURITY)  THAT  IS  ACQUIRING  THIS  SECURITY  FOR
INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION  AND THAT, PRIOR TO SUCH
TRANSFER,  DELIVERS  TO THE  COMPANY  AND THE  TRUSTEE A SIGNED  LETTER
CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO THE
RESTRICTIONS  ON TRANSFER OF THE  SECURITY  EVIDENCED  HEREBY (THE FORM
OF WHICH LETTER MAY BE OBTAINED FROM THE  TRUSTEE),  (5) PURSUANT TO AN
EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT PROVIDED BY RULE
144 (IF  APPLICABLE)  UNDER THE  SECURITIES  ACT OR (6)  PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT, IN EACH
CASE IN ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY STATE
OF THE UNITED  STATES.  PRIOR TO A  TRANSFER  OF THIS  SECURITY  (OTHER
THAN A  TRANSFER  PURSUANT  TO CLAUSE  (6)  ABOVE),  THE HOLDER OF THIS
SECURITY MUST,  PRIOR TO SUCH TRANSFER,  FURNISH TO THE COMPANY AND THE
TRUSTEE SUCH  CERTIFICATES AND OTHER  INFORMATION AND, IN THE CASE OF A
TRANSFER  PURSUANT  TO CLAUSE  (5) ABOVE,  A LEGAL  OPINION AS THEY MAY
REASONABLY  REQUIRE  TO  CONFIRM  THAT  ANY  TRANSFER  BY  IT  OF  THIS
SECURITY COMPLIES WITH THE FOREGOING  RESTRICTIONS.  THE HOLDER HEREOF,
BY PURCHASING  THIS SECURITY,  REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY  THAT IT IS (1) A QUALIFIED  INSTITUTIONAL  BUYER OR (2) AN
INSTITUTIONAL   ACCREDITED   INVESTOR  AND  THAT  IT  IS  HOLDING  THIS
SECURITY FOR INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION  OR (3) NOT
A U.S.  PERSON AND IS OUTSIDE THE UNITED  STATES  WITHIN THE MEANING OF
(OR AN ACCOUNT  SATISFYING  THE  REQUIREMENTS  OF  PARAGRAPH  (k)(2) OF
RULE 902 UNDER)  REGULATION  S UNDER THE  SECURITIES  ACT.  IN ANY CASE
THE HOLDER  HEREOF  WILL NOT,  DIRECTLY  OR  INDIRECTLY,  ENGAGE IN ANY
HEDGING  TRANSACTION  WITH REGARD TO THIS  SECURITY OR ANY COMMON STOCK
ISSUABLE UPON  CONVERSION  OF THIS SECURITY  EXCEPT AS PERMITTED BY THE
SECURITIES ACT.





No.    CUSIP No.      [Global Security:           ] 
                        [Definitive Security:           ]

             4.75% Convertible Subordinated Note due 2006

                           DoubleClick Inc.

         DoubleClick  Inc.,  a Delaware  corporation  (the  "Company"),
promises   to   pay   to    _____________________________________    or
registered  assigns,   the  principal  sum  [indicated  on  Schedule  A
hereof]* [of _________ Dollars ($_________)]** on March 15, 2006.

Interest   Payment  Dates:   March 15  and   September 15,   commencing
September 15, 1999.

Record Dates: February 15 and August 15.

         Reference  is hereby  made to the further  provisions  of this
Security  set forth on the  reverse  hereof  which  further  provisions
shall  for all  purposes  have the same  effect as if set forth at this
place.

                       [Signature Page Follows]



         IN  WITNESS   WHEREOF,   DoubleClick   Inc.  has  caused  this
Security to be signed  manually or by facsimile by its duly  authorized
Officers and its  corporate  seal or a facsimile  thereof to be affixed
hereto or imprinted hereon.

 
DOUBLECLICK INC.,

           By: _______________________________
           Name:
           Title:
           [Seal]


           By:  _______________________________
           Name:
           Title:



Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This  is one  of  the  Securities  described  in  the  within-mentioned
Indenture.


THE BANK OF NEW YORK, as Trustee,


by ______________________________________
    Authorized Signatory


                           DoubleClick Inc.


             4.75% Convertible Subordinated Note due 2006


      1.  Interest.  DoubleClick  Inc., a Delaware  corporation (the "Company"),
is the  issuer of the  4.75%  Convertible  Subordinated  Notes due 2006
(the  "Securities"),  of which this  Security  is a part.  The  Company
promises to pay  interest on the  Securities  in cash  semiannually  on
each March 15 and  September 15,  commencing on September 15,  1999, to
holders  of  record  at  the  close  of  business  on  the  immediately
preceding February 15 or August 15, as the case may be.

         Interest  on the  Securities  will accrue from the most recent
date to  which  interest  has been  paid,  or if no  interest  has been
paid,  from March 22,  1999.  Interest will be computed on the basis of
a 360-day  year of twelve  30-day  months.  To the extent  lawful,  the
Company  shall pay interest  (including  post-petition  interest in any
proceeding  under  any  Bankruptcy  Law) on  overdue  principal  of and
premium,  if any,  interest,  and  Liquidated  Damages,  if any, on the
Securities  (in  each  case  without  regard  to any  applicable  grace
period) at the Default Rate, compounded semi-annually.

    2. Damages,  if any, on the Securities (except Defaulted  Interest) to the
Persons who are  registered  holders of the  Securities at the close of
business on the record date for the  applicable  interest  payment date
even though  Securities  are  canceled  after the record date and on or
before  the  interest   payment  date.  The   Noteholder   hereof  must
surrender   Securities   to  a  Paying   Agent  to  collect   principal
payments.  The Company will pay principal,  premium,  if any,  interest
and Liquidated  Damages,  if any, in money of the United States that at
the time of payment is legal  tender for  payment of public and private
debts.  However,  the  Company  may pay  interest  by check  payable in
such  money.  It may mail an  interest  check to a holder's  registered
address.
                                                                                
    3. Paying  Agent and  Registrar.  The Trustee  will act as Paying  Agent,
Registrar  and  Conversion  Agent.  The  Company  may change any Paying
Agent, Registrar, or Conversion Agent without prior notice.

                                                                                
    4. Indenture.  The  Company  issued the  Securities  under an  indenture,
dated as of March 22,  1999 (the "Indenture"),  between the Company and
The  Bank  of New  York,  as  Trustee.  The  terms  of  the  Securities
include  those  stated  in the  Indenture  and  those  made part of the
Indenture  by the  Trust  Indenture  Act  of  1939  (15  U.S.  Code  SS
77aaa-77bbbb)  as  in  effect  on  the  date  of  the  Indenture.   The
Securities  are subject to, and qualified  by, all such terms,  certain
of which are summarized  hereon,  and  Noteholders  are referred to the
Indenture  and such Act for a statement of such terms.  The  Securities
are  general  unsecured  obligations  of  the  Company  limited  to  an
aggregate  principal amount of up to  $250,000,000.  The Indenture does
not limit the  ability  of the  Company or any of its  Subsidiaries  to
incur  indebtedness or to grant security  interests or liens in respect
of their assets.
             
  5.  Optional  Redemption.   The  Securities  are  not  redeemable  at  the
Company's   option   prior  to  March 20,   2001.   On  such  date  and
thereafter,  the  Securities  will  be  subject  to  redemption  at the
option  of the  Company,  in whole or from time to time in part (in any
integral  multiple of $1,000);  provided  that the  Securities  are not
redeemable  prior to March  15,  2003  unless  the Daily  Market  Price
exceeds  140% of the  Conversion  Price for at least 20 trading days in
any  consecutive  30 trading day period ending on the trading day prior
to the date the notice of  redemption  is first  mailed by the  Company
pursuant  to Section  3.03 of the  Indenture.  If  redeemed  during the
12-month  period   beginning   March 15  of  the  years  indicated  (or
March 20 in the case of 2001),  the  redemption  prices  (expressed  as
percentages of the principle amount( shall be as follows:

 
 
Year           Redemption Price
2001                103.393%
2002                102.714%
2003                102.036%
2004                101.357%
2005                100.679%


in each case together  with accrued  interest and  Liquidated  Damages,
if any, to (but  excluding) the  redemption  date (subject to the right
of holders of record on the  relevant  record date to receive  interest
and  Liquidated  Damages,  if any,  due on the  corresponding  interest
payment  date).  On  or  after  the  redemption   date,   interest  and
Liquidated  Damages,  if any,  will cease to accrue on the  Securities,
or portions  thereof,  called for  redemption  unless the Company shall
default in the payment of the  redemption  price and  accrued  interest
and Liquidated  Damages,  if any, payable on the redemption date on the
Securities to be redeemed.

         6.        Notice  of  Redemption.  Notice of  redemption  will
be  mailed  at  least  30 days but not  more  than 60 days  before  the
redemption  date to each  holder of the  Securities  to be  redeemed at
his  address  of  record.   Securities  in  denominations  larger  than
$1,000  may be  redeemed  in part but  only in  integral  multiples  of
$1,000.  In  the  event  of a  redemption  of  less  than  all  of  the
Securities,  the  Securities  will  be  chosen  for  redemption  by the
Trustee  in  accordance   with  the   Indenture.   Unless  the  Company
defaults  in  making  such  redemption   payment   (including   accrued
interest  and  Liquidated  Damages,  if  any),  or a  Paying  Agent  is
prohibited from making such payment  pursuant to the Indenture,  by law
or otherwise,  interest and Liquidated  Damages, if applicable cease to
accrue on the  Securities or portions of them called for  redemption on
and after the redemption date.

         If this  Security  is  redeemed  subsequent  to a record  date
with respect to any interest  payment  date  specified  above and on or
prior to such  interest  payment  date,  then any accrued  interest and
Liquidated  Damages,  if any,  will be paid to the person in whose name
this  Security  is  registered  at the close of business on such record
date.

         7.        Mandatory  Redemption.   The  Company  will  not  be
required to make  mandatory  redemption  payments  with  respect to the
Securities.  There are no sinking  fund  payments  with  respect to the
Securities.

         8.        Repurchase  at  Option  of  Holder.  If  there  is a
Designated  Event,  the Company  shall be required to offer to purchase
on the Designated  Event Payment Date all  outstanding  Securities at a
purchase  price equal to 100% of the  principal  amount  thereof,  plus
accrued and unpaid  interest  and  Liquidated  Damages,  if any, to the
Designated  Event  Payment  Date;  provided  that,  on  the  terms  and
subject  to the  conditions  set forth in the  Indenture,  the  Company
shall  not  be  required  to  offer  to  purchase  the   Securities  as
aforesaid if the Company has given notice of  redemption  of all of the
outstanding  Securities  to holders in accordance  with the  Indenture.
Holders of  Securities  that are subject to an offer to  purchase  will
receive  a  Designated  Event  Offer  from  the  Company  prior  to any
related  Designated  Event  Payment  Date and may  elect  to have  such
Securities or portions  thereof in authorized  denominations  purchased
by  completing  the  form  entitled  "Option  of  Noteholder  To  Elect
Purchase"  appearing  below.  Noteholders  have the  right to  withdraw
their  election by  delivering a written  notice of  withdrawal  to the
Company  or the  Paying  Agent  in  accordance  with  the  terms of the
Indenture.

         9.        Subordination.  The  payment  of the  principal  of,
premium,  if any, on, interest and Liquidated  Damages,  if any, on and
any other  amounts due on the  Securities is  subordinated  in right of
payment to all  existing  and future  Senior  Debt of the  Company,  as
described  in  the   Indenture.   Each   Noteholder,   by  accepting  a
Security,  agrees to such  subordination and authorizes and directs the
Trustee  on its  behalf to take  such  action  as may be  necessary  or
appropriate  to effectuate the  subordination  so provided and appoints
the Trustee as its attorney-in-fact for such purpose.

         10.       Conversion.  The  holder  of any  Security  has  the
right,  exercisable  at any time after 90 days  following  the Issuance
Date  and  prior  to  the  close  of  business  on  the   Business  Day
immediately  preceding  the final  maturity  date of the  Security,  to
convert the principal  amount  thereof (or any portion  thereof that is
an  integral  multiple of $1,000)  into  shares of Common  Stock at the
initial  Conversion  Price of $165.00 per share,  subject to adjustment
under certain  circumstances as provided in the Indenture,  except that
if a  Security  is called for  redemption,  the  conversion  right will
terminate  at the close of business  on the  Business  Day  immediately
preceding  the date fixed for  redemption  (unless  the  Company  shall
default  in making  the  redemption  payment,  including  interest  and
Liquidated  Damages,  if any,  when it becomes  due,  in which case the
conversion  right shall  terminate at the close of business on the date
on  which  such  default  is  cured).   As  further   provided  in  the
Indenture,  the Company  agrees that,  upon the occurrence of the Stock
Split  (which  it is  currently  contemplated  will  occur  on April 2,
1999), the Conversion  Price shall be automatically  adjusted to $82.50
per share.

         Beneficial  owners  of  interests  in  Global  Securities  may
exercise  their right of conversion  by  delivering  to the  Depositary
the   appropriate   instructions   for   conversion   pursuant  to  the
Depositary's  procedures.  To  convert  a  certificated  Security,  the
holder  must (1)  complete  and sign a notice of  election  to  convert
substantially  in the form set forth below (or  complete  and  manually
sign a  facsimile  thereof)  and deliver  such  notice to a  Conversion
Agent,  (2) surrender the Security to a Conversion  Agent,  (3) furnish
appropriate  endorsements  or  transfer  documents  if  required by the
Conversion  Agent,  (4) pay any transfer or similar tax, if required by
the  Conversion  Agent,  and  (5)  if  required,  pay  funds  equal  to
interest and Liquidated  Damages,  if any, payable on the next interest
payment  date.  Upon  conversion,  no  adjustment  or payments  will be
made for accrued and unpaid  interest or  Liquidated  Damages,  if any,
on the  Securities so converted or for dividends or  distributions  on,
or  Liquidated  Damages,  if any,  attributable  to, any  Common  Stock
issued  on   conversion  of  the   Securities,   except  that,  if  any
Noteholder  surrenders  a Security  for  conversion  after the close of
business  on a record  date for the  payment of  interest  and prior to
the  opening of  business  on the next  interest  payment  date,  then,
notwithstanding   such   conversion,   the  interest  payable  on  such
interest  payment  date will be paid on such  interest  payment date to
the  person  who was the  registered  holder of such  Security  on such
record date.  Any  Securities  surrendered  for  conversion  during the
period  after the close of  business on any record date for the payment
of interest  and before the opening of business on the next  succeeding
interest  payment date (except  Securities  called for  redemption on a
redemption  date or to be  repurchased  on a Designated  Event  Payment
Date during such  period) must be  accompanied  by payment in an amount
equal to the interest and Liquidated  Damages,  if any, payable on such
interest  payment  date  on  the  principal  amount  of  Securities  so
converted.   The  number  of  shares  of  Common  Stock  issuable  upon
conversion  of a Security  is  determined  by  dividing  the  principal
amount of the Security  converted by the Conversion  Price in effect on
the  Conversion  Date.  No  fractional   shares  will  be  issued  upon
conversion  but a cash  adjustment  will  be made  for  any  fractional
interest.

         A  Security  in respect  of which a holder  has  delivered  an
"Option  of  Noteholder  to  Elect   Purchase"  form  appearing   below
exercising  the  option  of such  holder  to  require  the  Company  to
purchase  such  Security  may  be  converted  only  if  the  notice  of
exercise is  withdrawn  as provided  above and in  accordance  with the
terms of the  Indenture.  The above  description  of  conversion of the
Securities  is  qualified  by  reference  to,  and  is  subject  in its
entirety to, the more  complete  description  thereof  contained in the
Indenture.

         11.       Registration   Agreement.   The   holder   of   this
Security  is  entitled to the  benefits  of a  Registration  Agreement,
dated March 22,  1999,  between the Company and the Initial  Purchasers
(the   "Registration   Agreement").   Pursuant   to  the   Registration
Agreement  the  Company  has agreed for the  benefit of the  holders of
the   Securities   and  the  Common  Stock  issued  and  issuable  upon
conversion of the  Securities,  that (i) it will,  at its cost,  within
60 days after the Closing  Date,  file a shelf  registration  statement
(the "Shelf  Registration  Statement") with the Securities and Exchange
Commission   (the   "Commission")   with  respect  to  resales  of  the
Securities  and the Common  Stock  issuable  upon  conversion  thereof,
(ii) the  Company  will use its  reasonable  best efforts to cause such
Shelf   Registration   Statement  to  be  declared   effective  by  the
Commission  under the  Securities Act within 150 days after the Closing
Date  and   (iii) the   Company  will  keep  such  Shelf   Registration
Statement  continuously  effective  under the  Securities Act until the
earliest  of (a) the  second  anniversary  of the  Closing  Date or, if
later,   the  second   anniversary  of  the  last  date  on  which  any
Securities  are  issued  upon  exercise  of  the  Initial   Purchasers'
over-allotment  option,  (b) the date on which  the  Securities  or the
Common Stock  issuable upon  conversion  thereof may be sold by Persons
who are not  "affiliates"  (as  defined  in  Rule  144) of the  Company
pursuant  to  paragraph  (k) of Rule 144 (or any  successor  provision)
promulgated by the Commission  under the Securities  Act,  (c) the date
as  of  which  the   Securities  or  the  Common  Stock  issuable  upon
conversion  thereof  have been  transferred  pursuant to Rule 144 under
the  Securities  Act (or any  similar  provision  then  in  force)  and
(d) the  date  as of  which  all the  Securities  or the  Common  Stock
issuable  upon  conversion  thereof  have  been sold  pursuant  to such
Shelf Registration Statement.

         If the Shelf  Registration  Statement  (i) is  not filed  with
the  Commission  on or  prior  to 60  days,  or has not  been  declared
effective  by the  Commission  within 150 days,  after the Closing Date
or (ii) is filed and declared  effective but shall  thereafter cease to
be effective  (without  being  succeeded  immediately  by a replacement
shelf  registration  statement  filed and declared  effective) or cease
to  be  usable  (including,  without  limitation,  as  a  result  of  a
Suspension  Period  as  defined  below)  for  the  offer  and  sale  of
Transfer  Restricted  Securities  (as  defined  below)  for a period of
time  (including any  Suspension  Period) which shall exceed 60 days in
the  aggregate in any 12-month  period  during the period  beginning on
the Closing  Date and ending on the second  anniversary  of the Closing
Date or, if later,  the  second  anniversary  of the last date on which
any  Securities  are issued upon  exercise  of the Initial  Purchasers'
over-allotment  option (each such event  referred to in clauses (i) and
(ii) being  referred  to  herein  as  a  "Registration  Default"),  the
Company  will pay  liquidated  damages  ("Liquidated  Damages") to each
holder of Transfer  Restricted  Securities  which has complied with its
obligations   under  the   Registration   Agreement.   The   amount  of
Liquidated  Damages  payable  during any period in which a Registration
Default  shall have  occurred and be continuing is that amount which is
equal to  one-quarter  of one percent  (25 basis  points) per annum per
$1,000  principal  amount of Securities and $2.50 per annum per 6.06061
shares of Common  Stock  (subject  to  adjustment  from time to time in
the event of a stock split,  stock  recombination,  stock  dividend and
the like)  constituting  Transfer  Restricted  Securities for the first
90 days  during  which  a  Registration  Default  has  occurred  and is
continuing  and  one-half of one  percent  (50 basis  points) per annum
per  $1,000  principal  amount  of  Securities  and $5.00 per annum per
6.06061  shares of Common  Stock  (subject to  adjustment  as set forth
above) constituting  Transfer Restricted  Securities for any additional
days  during  which  such  Registration  Default  has  occurred  and is
continuing;  provided  that,  as further  provided in the  Registration
Agreement,  the Company hereby agrees that,  upon the occurrence of the
Stock Split  (which it is  currently  contemplated  will occur on April
2, 1999),  the  Liquidated  Damages  payable in respect of Common Stock
shall  be  automatically  adjusted  to $2.50  per  annum  per  12.12121
shares  of  Common  Stock for the  first  such 90 days  during  which a
Registration  Default  has  occurred  and is  continuing  and $5.00 per
annum  per  12.12121  shares of Common  Stock for any  additional  days
during which such  Registration  Default has occurred and is continuing
(in each case  subject to further  adjustment  from time to time in the
event of a stock split,  stock  recombination,  stock  dividend and the
like).  The  Company  will pay all accrued  Liquidated  Damages by wire
transfer of  immediately  available  funds or by federal funds check on
each Damages  Payment Date, and  Liquidated  Damages will be calculated
on the basis of a 360-day  year  consisting  of twelve  30-day  months.
Following the cure of a Registration  Default,  Liquidated Damages will
cease to accrue with respect to such Registration Default.

         "Transfer  Restricted  Securities"  means  each  Security  and
each  share of Common  Stock  issued on  conversion  thereof  until the
earlier of the date (A) on which such  Security  or share,  as the case
may be,  (i) has been  transferred  pursuant to the Shelf  Registration
Statement or another  registration  statement covering such Security or
share  which  has  been  filed  with  the  Commission  pursuant  to the
Securities  Act, in either case after such  registration  statement has
become and while such  registration  statement is  effective  under the
Securities  Act, (ii) has been  transferred  pursuant to Rule 144 under
the  Securities  Act (or any  similar  provision  then  in  force),  or
(iii) may  be sold or  transferred  pursuant to  Rule 144(k)  under the
Securities Act (or any similar  provision  then in force),  or (B) that
is the  second  anniversary  of the  Closing  Date or,  if  later,  the
second  anniversary  of the  last  date on  which  any  Securities  are
issued upon exercise of the Initial Purchasers' over-allotment option.

         Pursuant  to  the  Registration  Agreement,  the  Company  may
suspend  the  use of  the  prospectus  which  is a  part  of the  Shelf
Registration  Statement  for a  period  not to  exceed  30  days in any
three-month  period or for three  periods not to exceed an aggregate of
90 days in any twelve-month period under certain  circumstances  (each,
a  "Suspension  Period");  provided  that the existence of a Suspension
Period will not prevent the  occurrence  of a  Registration  Default or
otherwise  limit  the  obligation  of the  Company  to  pay  Liquidated
Damages.

                  The above  description  of certain  provisions of the
Registration  Agreement is  qualified  by reference  to, and is subject
in its entirety to, the more  complete  description  thereof  contained
in the Registration Agreement.

         12.                Denominations,   Transfer,  Exchange  and  
                           Replacement.    The    Securities   are   in
                           registered   form,   without   coupons,   in
                           denominations   of   $1,000   and   integral
                           multiples   of  $1,000.   The   transfer  of
                           Securities    may   be    registered,    and
                           Securities  may be  exchanged,  as  provided
                           in  the   Indenture.   The   Registrar   may
                           require a  Noteholder,  among other  things,
                           to  furnish  appropriate   endorsements  and
                           transfer  documents  and  to pay  any  taxes
                           and fees  required  by law or  permitted  by
                           the   Indenture.   The  Registrar  need  not
                           exchange  or  register  the  transfer of any
                           Security  or portion of a Security  selected
                           for   redemption   (except  the   unredeemed
                           portion of any  Security  being  redeemed in
                           part).   Also,   it  need  not  exchange  or
                           register  the  transfer of any  Security for
                           a  period   beginning   at  the  opening  of
                           business  15 days  before the day of mailing
                           of a  notice  of  redemption  of  Securities
                           and ending at the close of  business  on the
                           day    of    such    mailing.    Replacement
                           Securities  for lost,  stolen  or  mutilated
                           Securities   may  be  issued  in  accordance
                           with the terms of the Indenture.

         13.                Persons  Deemed   Owners.   The  registered
                           Noteholder  of a Security  may be treated as
                           its owner for all purposes.

         14.                Unclaimed   Money.   If   money   for   the
                           payment  of  principal  of  or  premium,  if
                           any,  interest  or  Liquidated  Damages,  if
                           any, on  Securities  remains  unclaimed  for
                           two  years,   the  Trustee  and  the  Paying
                           Agent  shall  pay  the  money  back  to  the
                           Company  at  its  written   request.   After
                           that,  Noteholders  of  Securities  entitled
                           to the money  must look to the  Company  for
                           payment,  unless an  abandoned  property law
                           designates    another   person,    and   all
                           liability  of the  Trustee  and such  Paying
                           Agent  with  respect  to  such  money  shall
                           cease.

         15.                Defaults  and  Remedies.   The   Securities
                           shall  have the  Events  of  Default  as set
                           forth  in  Section  8.01  of the  Indenture.
                           Subject  to  certain   limitations   in  the
                           Indenture,  if an  Event of  Default  occurs
                           and is  continuing,  the  Trustee  by notice
                           to  the  Company  or the  Noteholders  of at
                           least 25% in aggregate  principal  amount of
                           the then  outstanding  Securities  by notice
                           to the  Company  and the Trustee may declare
                           all the  Securities  to be due  and  payable
                           immediately,  except  that in the case of an
                           Event  of  Default   arising   from  certain
                           events  of  bankruptcy  or  insolvency,  all
                           unpaid  principal,   premium,  if  any,  and
                           accrued and unpaid  interest and  Liquidated
                           Damages,  if any,  on the  Securities  shall
                           become due and payable  immediately  without
                           further     action    or    notice.     Upon
                           acceleration  as  described in either of the
                           preceding   sentences,   the   subordination
                           provisions  of the  Indenture  preclude  any
                           payment  being  made to  Noteholders  for at
                           least 5 Business  Days  except as  otherwise
                           provided in the Indenture.

         The  Noteholders  of a  majority  in  principal  amount of the
Securities  then  outstanding  by  written  notice to the  Trustee  may
rescind an acceleration  and its  consequences if the rescission  would
not conflict  with any  judgment or decree and if all  existing  Events
of Default have been cured or waived  except  nonpayment  of principal,
premium,  if any,  Liquidated  Damages,  if any, and interest  that has
become due  solely  because of the  acceleration.  Noteholders  may not
enforce  the  Indenture  or the  Securities  except as  provided in the
Indenture.  Subject to certain  limitations,  Noteholders of a majority
in principal  amount of the then  outstanding  Securities  issued under
the  Indenture  may direct the Trustee in its  exercise of any trust or
power.  The  Company  must  furnish  compliance   certificates  to  the
Trustee  annually.  The above  description  of Events  of  Default  and
remedies is  qualified  by  reference  to, and subject in its  entirety
to, the more complete description thereof contained in the Indenture.

         16.                Amendments,    Supplements   and   Waivers.
                           Subject   to   certain    exceptions,    the
                           Indenture or the  Securities  may be amended
                           or  supplemented  with  the  consent  of the
                           Noteholders   of  at  least  a  majority  in
                           principal  amount  of the  then  outstanding
                           Securities  (including  consents obtained in
                           connection  with a tender  offer or exchange
                           offer  for  Securities),  and  any  existing
                           default  may be waived  with the  consent of
                           the  Noteholders  of a majority in principal
                           amount  of the then  outstanding  Securities
                           (including  consents  obtained in connection
                           with a tender  offer or  exchange  offer for
                           Securities).  Without  the  consent  of  any
                           Noteholder,    the    Indenture    or    the
                           Securities  may  be  amended,   among  other
                           things,  to cure any  ambiguity,  defect  or
                           inconsistency,  to  provide  for  assumption
                           by   a    successor    of   the    Company's
                           obligations  to  Noteholders,  to  make  any
                           change  that does not  adversely  affect the
                           rights of any  Noteholder,  to  qualify  the
                           Indenture  under the TIA,  or to comply with
                           the  requirements  of the  SEC in  order  to
                           maintain    the    qualification    of   the
                           Indenture under the TIA.

         17.                Trustee  Dealings  with  the  Company.  The
                           Trustee,  in its  individual  or  any  other
                           capacity,  may  become  the owner or pledgee
                           of the  Securities  and may  otherwise  deal
                           with  the  Company  or an  Affiliate  of the
                           Company   with  the  same  rights  it  would
                           have,  as if it were  not  Trustee,  subject
                           to certain  limitations  provided for in the
                           Indenture  and in the  TIA.  Any  Agent  may
                           do the same with like rights.

         18.                No  Recourse  Against  Others.  A director,
                           officer,  employee or stockholder,  as such,
                           of  the   Company   shall   not   have   any
                           liability   for  any   obligations   of  the
                           Company   under   the   Securities   or  the
                           Indenture  or for any  claim  based  on,  in
                           respect    of   or   by   reason   of   such
                           obligations   or   their   creation.    Each
                           Noteholder,   by   accepting   a   Security,
                           waives  and  releases  all  such  liability.
                           The  waiver  and  release  are  part  of the
                           consideration   for   the   issue   of   the
                           Securities.

         19.                Governing  Law;  Indenture to Control.  THE
                           INTERNAL  LAWS  OF THE  STATE  OF  NEW  YORK
                           SHALL   GOVERN   THE   INDENTURE   AND   THE
                           SECURITIES  WITHOUT  REGARD,  TO THE  EXTENT
                           PERMITTED   BY  LAW,   TO  CONFLICT  OF  LAW
                           PROVISIONS  THEREOF.  IN  THE  EVENT  OF ANY
                           CONFLICT  BETWEEN  THE  PROVISIONS  OF  THIS
                           SECURITY  ON THE ONE HAND AND THE  INDENTURE
                           OR  THE  REGISTRATION   AGREEMENT,   ON  THE
                           OTHER   HAND,    THE   PROVISIONS   OF   THE
                           INDENTURE  OR  THE  REGISTRATION  AGREEMENT,
                           AS THE CASE MAY BE, SHALL CONTROL.

         20.                Authentication.  The  Securities  shall not
                           be valid until  authenticated  by the manual
                           signature  of  an  authorized  signatory  of
                           the Trustee or an authenticating agent.

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

         22.                Definitions.    Capitalized    terms    not
                           defined in this  Security  have the meanings
                           given to them in the Indenture.

         The Company will furnish to any  Noteholder of the  Securities
upon written  request and without  charge a copy of the  Indenture  and
the Registration Agreement.  Request may be made to:

                                    DoubleClick Inc.
                                    41 Madison Avenue, 32nd Floor
                                    New York, New York 10010


                        CERTIFICATE OF TRANSFER

           To assign this Security, fill in the form below:

           (I) or (we) assign and transfer this Security to

____________________________________________
          (Insert assignee's social security or tax I.D. no.)
____________________________________________

____________________________________________

____________________________________________
         (Print or type assignee's name, address and zip code)

and   irrevocably   appoint   ____________________________   agent   to
transfer  this  Security  on the  books of the  Company.  The agent may
substitute another to act for him.


  Your Signature:  ________________________________
      (Sign  exactly  as your name  appears  on the other  side of this
      Security)

  Date:  ___________________

  Medallion Signature Guarantee: ____________________

[For inclusion only if this Security bears a Restricted Securities
Legend]  In connection with any transfer of any of the Securities
evidenced by this certificate which are "restricted securities" (as
defined in Rule 144 (or any successor thereto) under the Securities
Act), the undersigned confirms that such Securities are being
transferred:

CHECK ONE BOX BELOW

                  (1)    |_|   to the Company; or

                  (2)    |_|   pursuant  to  and  in  compliance   with
                               Rule 144A  under the  Securities  Act of
                               1933; or

                  (3)    |_|   pursuant  to  and  in  compliance   with
                               Regulation  S under the  Securities  Act
                               of 1933; or

                  (4)    |_|   to    an    institutional    "accredited
                               investor"    (as    defined    in   Rule
                               501(a)(1),  (2),  (3) or (7)  under  the
                               Securities   Act  of   1933)   that  has
                               furnished   to  the   Trustee  a  signed
                               letter        containing         certain
                               representations   and  agreements   (the
                               form of  which  letter  can be  obtained
                               from the Trustee); or

                  (5)    |_|   pursuant    to   an    exemption    from
                               registration  under the  Securities  Act
                               of   1933    provided    by   Rule   144
                               thereunder.

                  Unless  one of the boxes is  checked,  the  Registrar
                  will  refuse  to  register  any  of  the   Securities
                  evidenced  by  this  certificate  in the  name of any
                  person  other  than the  registered  holder  thereof;
                  provided,  however,  that if box  (3),  (4) or (5) is
                  checked,   the   Trustee   may   require,   prior  to
                  registering  any  such  transfer  of the  Securities,
                  such  certifications  and other  information,  and if
                  box  (5)  is  checked  such  legal  opinions,  as the
                  Company  has  reasonably  requested  in  writing,  by
                  delivery  to the  Trustee  of a  standing  letter  of
                  instruction,  to confirm that such  transfer is being
                  made   pursuant  to  an  exemption   from,  or  in  a
                  transaction   not   subject   to,  the   registration
                  requirements   of  the   Securities   Act  of   1933;
                  provided   that   this   paragraph   shall   not   be
                  applicable   to  any   Securities   which   are   not
                  "restricted  securities"  (as defined in Rule 144 (or
                  any successor thereto) under the Securities Act).


           Your Signature: __________________________________
(Sign exactly as your name appears on the other side of this Security)

Date:  __________________



Medallion Signature Guarantee:


________________________________





                 [TO BE ATTACHED TO GLOBAL SECURITIES]


                              SCHEDULE A


         The initial  principal  amount of this Global  Security  shall
be $      .  The  following  increases or  decreases  in the  principal
amount of this Global Security have been made:
<TABLE>
<S>                <C>                   <C>                     <C>                     <C>    
----------------- ---------------------- ----------------------- ----------------------- =====================
                  Amount of increase
                  in Principal Amount
                  of this Global         Amount of decrease in   Principal Amount of     Signature of
                  Security including     Principal Amount of     this Global Security    authorized
Date Made         upon exercise of       this Global Security    following such          signatory of
                  over-allotment option                          decrease or increase    Trustee or
                                                                                         Securities Custodian
----------------- ---------------------- ----------------------- ----------------------- =====================
----------------- ---------------------- ----------------------- ----------------------- =====================

----------------- ---------------------- ----------------------- ----------------------- =====================
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</TABLE>







                OPTION OF NOTEHOLDER TO ELECT PURCHASE


         If you  want to  elect  to have  this  Security  or a  portion
thereof  repurchased  by the Company  pursuant to Section  3.08 or 4.07
of the Indenture, check the box: |_|

         If the purchase is in part,  indicate  the portion  ($1,000 or
any integral multiple thereof) to be purchased:  ____________

          Your Signature:  ______________________________________
          (Sign  exactly  as your name  appears  on the  other  side of
          this Security)


Date:  ____________

Medallion Signature Guarantee: _____________________


                                  ELECTION TO CONVERT


To DoubleClick Inc.:

     The  undersigned  owner of this Security hereby  irrevocably  exercises the
option to convert this Security,  or the portion below  designated,  into Common
Stock of DoubleClick Inc. in accordance with the terms of the Indenture referred
to in this Security,  and directs that the shares issuable and deliverable  upon
conversion,  together with any check in payment for fractional shares, be issued
in the name of and  delivered to the  undersigned,  unless a different  name has
been indicated  below.  If shares are to be issued in the name of a person other
than the  undersigned,  the undersigned will pay all transfer taxes payable with
respect thereto.

     The  undersigned  agrees  to be  bound  by the  terms  of the  Registration
Agreement relating to the Common Stock issued upon conversion of the Securities.

     If you want to convert this Security in whole,  check the box below. If you
want to convert this Security in part,  indicate the portion of this Security to
be converted in the space provided below.

In whole |_|      or       Portion of Security to be
                           converted ($1,000 or any integral multiple thereof):

                                    $______________



Date:   ______________
                                        Your Signature:  ___________________
                                        (Sign  exactly as your name appears on
                                         the other side of this Security)


                                        Medallion Signature Guarantee:

                                        ________________________________


Please print or typewrite your name and address, including zip code, and social
security or other identifying number:



If the Common  Stock is to be issued and  delivered  to someone  other than you,
please print or typewrite the name and address,  including zip code,  and social
security or other identifying number of that person:


                                                                      EXHIBIT B


                       FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                      FROM GLOBAL SECURITY OR DEFINITIVE SECURITY
                                 TO DEFINITIVE SECURITY
        (Transfers pursuant to S 2.06(a)(ii) or S 2.06(a)(iii) of the Indenture)

The Bank of New York, as Registrar

   Attn:  Corporate Trust Trustee Administration

   Re:DoubleClick Inc. 4.75% Convertible Subordinated
        Notes due 2006 (the "Securities")

         Reference  is hereby made to the  Indenture  dated as of March
22, 1999 (the  "Indenture")  between  DoubleClick  Inc. and The Bank of
New York,  as Trustee.  Capitalized  terms used but not defined  herein
shall have the meanings given them in the Indenture.

         This          letter          relates          to         U.S.
$           aggregate           principal           amount           of
Securities  which  are  held  [in the  form of a  [Definitive]  [Global
Security  (CUSIP  No.   _____________)]*   in  the  name  of  [name  of
transferor]   (the   "Transferor")   to  effect  the  transfer  of  the
Securities.

         In  connection  with  such  request,  and in  respect  of such
Securities,  the Transferor  does hereby  certify that such  Securities
are   being   transferred   (i)  in   accordance   with  the   transfer
restrictions  set forth in the  Securities  and the  Indenture and (ii)
to  a  transferee  that  the  Transferor   reasonably  believes  is  an
institutional  "accredited  investor"  (as  defined in Rule  501(a)(1),
(2),  (3) or (7) of  Regulation  D under  the  U.S.  Securities  Act of
1933, as amended) (an  "Institutional  Accredited  Investor")  which is
acquiring  such  Securities  for  its  own  account  or for one or more
accounts,  each of  which  is an  Institutional  Accredited  Investors,
over  which  it  exercises  sole  investment  discretion  and  (iii) in
accordance with  applicable  securities laws of any state of the United
States.

               [Name of Transferor],


               By ____________________________
                   Name:
                   Title:
Dated:

cc:  DoubleClick Inc.

Attn:  Secretary




                                                          
                                                                       EXHIBIT C

          FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE
       (Transfers pursuant to S 2.06(a)(ii) and S 2.06(a)(iii))

The Bank of New York, as Registrar

Attn:  Corporate Trust Trustee Administration

         Re:      DoubleClick  Inc.  4.75%   Convertible   Subordinated
Notes
                  due 2006 (the "Securities")                              

         Reference  is hereby made to the  Indenture  dated as of March
22,  1999  (the  "Indenture")  between  DoubleClick  Inc.,  a  Delaware
corporation  (the  "Company"),  and The Bank of New  York,  as  Trustee
(the  "Trustee").  Capitalized  terms used but not defined herein shall
have the meanings given them in the Indenture.

         In    connection    with    our    proposed     purchase    of
$   aggregate    principal    amount   of   the    Securities,    which
are  convertible  into shares of common stock  ("Common  Stock") of the
Company, we confirm that:

                  1.       We understand that the Securities and the
         Common Stock issuable upon conversion thereof have not been
         registered under the Securities Act of 1933, as amended (the
         "Securities Act"), and may not be sold except as permitted
         in the following sentence.  We understand and agree, on our
         own behalf and on behalf of any accounts for which we are
         acting as hereinafter stated, (x) that such Securities are
         being transferred to us in a transaction not involving any
         public offering within the meaning of the Securities Act,
         (y) that if we should resell, pledge or otherwise transfer
         any such Securities or any shares of Common Stock issuable
         upon conversion thereof prior to the later of (I) the
         expiration of the holding period under Rule 144(k) (or any
         successor thereto) under the Securities Act which is
         applicable to such Securities or shares of Common Stock, as
         the case may be, or (II) within three months after we cease
         to be an affiliate (within the meaning of Rule 144 under the
         Securities Act) of the Company, such Securities or the
         Common Stock issuable upon conversion thereof may be resold,
         pledged or transferred only (i) to the Company, (ii) so long
         as such Securities are eligible for resale pursuant to Rule
         144A under the Securities Act ("Rule 144A"), to a person
         whom we reasonably believe is a "qualified institutional
         buyer" (as defined in Rule 144A) ("QIB") that purchases for
         its own account or for the account of a QIB to whom notice
         is given that the resale, pledge or transfer is being made
         in reliance on Rule 144A (as indicated by the box checked by
         the transferor on the Certificate of Transfer on the reverse
         of the certificate for the Securities), it being understood
         that the Common Stock is not eligible for resale pursuant to
         Rule 144A, (iii) in an offshore transaction (as defined in
         Regulation S under the Securities Act) in accordance with
         Regulation S under the Securities Act (as indicated by the
         box checked by the transferor on the Certificate of Transfer
         on the reverse of the certificate for the Securities or on a
         comparable Certificate of Transfer for the Common Stock
         issuable upon conversion thereof), (iv) to an institution
         that is an "accredited investor" as defined in Rule 501 (a)
         (1), (2), (3) or (7) under the Securities Act (an
         "Institutional Accredited Investor") (as indicated by the
         box checked by the transferor on the Certificate of Transfer
         on the reverse of the certificate for the Securities or on a
         comparable Certificate of Transfer for the Common Stock
         issuable upon conversion thereof) that is acquiring the
         securities for its own account or for the account of one or
         more other Institutional Accredited Investors over which it
         exercises sole investment discretion and that prior to such
         transfer, delivers a signed letter to the Company and the
         Trustee (or the transfer agent in the case of Common Stock
         issuable upon conversion thereof) certifying that it and
         each such account is such an Institutional Accredited
         Investor and is acquiring the Securities or the Common Stock
         issuable upon conversion thereof for investment purposes and
         not for distribution and agreeing to the restrictions on
         transfer of the Securities or the Common Stock issuable upon
         conversion thereof, (v) pursuant to an exemption from
         registration under the Securities Act provided by Rule 144
         (if applicable) under the Securities Act (as indicated by
         the box checked transferor on the Certificate of Transfer on
         the reverse of the certificate for the Securities or a
         comparable Certificate of Transfer for the Common Stock
         issuable upon conversion thereof), or (vi) pursuant to an
         effective registration statement under the Securities Act,
         in each case in accordance with any applicable securities
         laws of any state of the United States, and we will notify
         any purchaser of the Securities or the Common Stock issuable
         upon conversion thereof from us of the above resale
         restrictions, if then applicable.  We further understand
         that in connection with any transfer of the Securities or
         the Common Stock issuable upon conversion thereof (other
         than a transfer pursuant to clause (vi) above) by us that
         the Company and the Trustee (or the transfer agent in the
         case of Common Stock issuable upon conversion thereof) may
         request, and if so requested we will furnish, such
         certificates and other information and, in the case of a
         transfer pursuant to clause (v) above, a legal opinion as
         they may reasonably require to confirm that any such
         transfer complies with the foregoing restrictions.  Finally,
         we understand that in any case we will not directly or
         indirectly engage in any hedging transactions with regard to
         the Securities or the Common Stock issuable upon conversion
         of the Securities except as permitted by the Securities Act.

                  2.       We are able to fend for ourselves in
         connection with our purchase of the Securities, we 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 Securities, and we and any accounts for
         which we are acting are each able to bear the economic risk
         of our or its investment and can afford the complete loss of
         such investment.

                  3.       We understand that the Company and others
         will rely upon the truth and accuracy of the foregoing
         acknowledgments, representations, agreements and warranties
         and we agree that if any of the acknowledgments,
         representations, agreements or warranties made or deemed to
         have been made by us by our purchase of the Securities, for
         our own account or for one or more accounts as to each of
         which we exercise sole investment discretion, are no longer
         accurate, we shall promptly notify the Company.

                  4.       With respect to the certificates
         representing Securities we are purchasing, we understand
         that such certificates will be in definitive registered form
         and that the notification requirement referred to in (1)
         above requires that, until the expiration of the holding
         period with respect to sales of the Securities under clause
         (k) of Rule 144 under the Securities Act, that such
         Securities will bear a legend substantially to the following
         effect:

         "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT").  THE HOLDER  HEREOF,
BY  PURCHASING  THIS  SECURITY,  AGREES FOR THE  BENEFIT OF THE COMPANY
THAT  THIS   SECURITY   MAY  NOT  BE  RESOLD,   PLEDGED  OR   OTHERWISE
TRANSFERRED  (X) PRIOR TO THE  EXPIRATION  OF THE HOLDING  PERIOD UNDER
RULE 144(k) (OR ANY SUCCESSOR  THERETO)  UNDER THE SECURITIES ACT WHICH
IS  APPLICABLE  TO  THIS  SECURITY  OR (Y) BY ANY  HOLDER  THAT  WAS AN
"AFFILIATE"  (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES  ACT)
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS  PRECEDING  THE DATE
OF SUCH  TRANSFER,  IN EITHER CASE OTHER THAN (1) TO THE  COMPANY,  (2)
SO LONG AS THIS  SECURITY IS ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A
UNDER THE  SECURITIES  ACT ("RULE  144A"),  TO A PERSON WHOM THE SELLER
REASONABLY  BELIEVES  IS A  QUALIFIED  INSTITUTIONAL  BUYER  WITHIN THE
MEANING  OF  RULE  144A,  PURCHASING  FOR ITS  OWN  ACCOUNT  OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN
THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING MADE IN RELIANCE
ON RULE 144A (AS  INDICATED  BY THE BOX  CHECKED BY THE  TRANSFEROR  ON
THE  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS  SECURITY),  (3) IN
AN  OFFSHORE   TRANSACTION  (AS  DEFINED  IN  REGULATION  S  UNDER  THE
SECURITIES  ACT) IN ACCORDANCE  WITH  REGULATION S UNDER THE SECURITIES
ACT  (AS  INDICATED  BY  THE  BOX  CHECKED  BY  THE  TRANSFEROR  ON THE
CERTIFICATE  OF TRANSFER ON THE  REVERSE OF THIS  SECURITY),  (4) TO AN
INSTITUTION  THAT  IS AN  "ACCREDITED  INVESTOR"  AS  DEFINED  IN  RULE
501(a)(1),  (2), (3) OR (7) UNDER THE  SECURITIES  ACT  ("INSTITUTIONAL
ACCREDITED   INVESTOR")  (AS  INDICATED  BY  THE  BOX  CHECKED  BY  THE
TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER  ON THE  REVERSE  OF THIS
SECURITY) THAT IS ACQUIRING  THIS SECURITY FOR INVESTMENT  PURPOSES AND
NOT FOR  DISTRIBUTION  AND THAT,  PRIOR TO SUCH  TRANSFER,  DELIVERS TO
THE  COMPANY  AND  THE  TRUSTEE  A  SIGNED  LETTER  CONTAINING  CERTAIN
REPRESENTATIONS   AND  AGREEMENTS   RELATING  TO  THE  RESTRICTIONS  ON
TRANSFER OF THE  SECURITY  EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER
MAY BE OBTAINED  FROM THE TRUSTEE),  (5) PURSUANT TO AN EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  PROVIDED  BY  RULE  144  (IF
APPLICABLE)  UNDER THE  SECURITIES ACT (AS INDICATED BY THE BOX CHECKED
BY THE  TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER ON THE REVERSE OF
THIS SECURITY) OR (6) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER  THE  SECURITIES  ACT,  IN  EACH  CASE  IN  ACCORDANCE  WITH  ANY
APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  PRIOR
TO A TRANSFER  OF THIS  SECURITY  (OTHER  THAN A TRANSFER  PURSUANT  TO
CLAUSE (6)  ABOVE),  THE HOLDER OF THIS  SECURITY  MUST,  PRIOR TO SUCH
TRANSFER,  FURNISH TO THE  COMPANY AND THE  TRUSTEE  SUCH  CERTIFICATES
AND  OTHER  INFORMATION  AND,  IN THE CASE OF A  TRANSFER  PURSUANT  TO
CLAUSE (5) ABOVE,  A LEGAL  OPINION AS THEY MAY  REASONABLY  REQUIRE TO
CONFIRM  THAT ANY  TRANSFER BY IT OF THIS  SECURITY  COMPLIES  WITH THE
FOREGOING   RESTRICTIONS.   THE  HOLDER  HEREOF,   BY  PURCHASING  THIS
SECURITY,  REPRESENTS  AND AGREES FOR THE BENEFIT OF THE  COMPANY  THAT
IT IS (1) A  QUALIFIED  INSTITUTIONAL  BUYER  OR  (2) AN  INSTITUTIONAL
ACCREDITED   INVESTOR  AND  THAT  IT  IS  HOLDING  THIS   SECURITY  FOR
INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION OR (3) NOT A U.S. PERSON
AND IS OUTSIDE THE UNITED  STATES  WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING  THE  REQUIREMENTS  OF  PARAGRAPH  (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE  SECURITIES  ACT. IN ANY CASE THE HOLDER  HEREOF
WILL NOT,  DIRECTLY OR INDIRECTLY,  ENGAGE IN ANY HEDGING  TRANSACTIONS
WITH  REGARD  TO  THIS  SECURITY  OR ANY  COMMON  STOCK  ISSUABLE  UPON
CONVERSION  OF THIS  SECURITY  EXCEPT AS  PERMITTED  BY THE  SECURITIES
ACT."

                  5.       With respect to certificates representing
         shares of Common Stock issuable upon conversion of the
         Securities, we understand that the notification requirement
         referred to in (1) above requires that, until the expiration
         of the holding period with respect to sales of such Common
         Stock under clause (k) of Rule 144 under the Securities Act,
         such certificates will bear a legend substantially to the
         effect set forth as Exhibit D to the Indenture and that a
         copy of such legend may be obtained from the Trustee.

                  6.       We are acquiring the Securities purchased
         by us for investment purposes, and not for distribution, for
         our own account or for one or more accounts as to each of
         which we exercise sole investment discretion and we are and
         each such account is an Institutional Accredited Investor.

                  7.       You and the Company are entitled to rely
         on this letter and you and the Company are irrevocably
         authorized to produce this letter or a copy hereof to any
         interested party in any administrative or legal proceeding
         or official inquiry with respect to the matters covered
         hereby.

                          Very truly yours,


                          ______________________________
                          (Name of Purchaser)


                          By:

                          ______________________________

Dated:                              


cc:   DoubleClick Inc.
      Attn:  Chief Financial Officer
      41 Madison Avenue, 32nd Floor
      New York, NY 10010


                                                        
                                                              EXHIBIT D


                FORM OF RESTRICTED COMMON STOCK LEGEND

         "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT").  THE HOLDER  HEREOF,
BY  PURCHASING  THIS  SECURITY,  AGREES FOR THE  BENEFIT OF THE COMPANY
THAT  THIS   SECURITY   MAY  NOT  BE  RESOLD,   PLEDGED  OR   OTHERWISE
TRANSFERRED  (X) PRIOR TO THE  EXPIRATION  OF THE HOLDING  PERIOD UNDER
RULE 144(k) (OR ANY SUCCESSOR  THERETO)  UNDER THE SECURITIES ACT WHICH
IS  APPLICABLE  TO THIS  SECURITY  OR  (Y) BY  ANY  HOLDER  THAT WAS AN
"AFFILIATE"  (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES  ACT)
OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS  PRECEDING  THE DATE
OF SUCH  TRANSFER,  IN EITHER  CASE,  OTHER THAN  (1) TO  THE  COMPANY,
(2) IN AN OFFSHORE  TRANSACTION (AS DEFINED IN  REGULATION S  UNDER THE
SECURITIES  ACT) IN ACCORDANCE WITH  REGULATION S  UNDER THE SECURITIES
ACT  (AS  INDICATED  BY  THE  BOX  CHECKED  BY  THE  TRANSFEROR  ON THE
CERTIFICATE  OF  TRANSFER  APPLICABLE  TO THIS  SECURITY,  THE  FORM OF
WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRANSFER  AGENT),  (3) TO
AN  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS DEFINED IN RULE
501(a)(1),  (2), (3) OR (7) UNDER THE  SECURITIES  ACT  ("INSTITUTIONAL
ACCREDITED   INVESTOR")  (AS  INDICATED  BY  THE  BOX  CHECKED  BY  THE
TRANSFEROR  ON  THE   CERTIFICATE   OF  TRANSFER   APPLICABLE  TO  THIS
SECURITY,  THE FORM OF WHICH MAY BE  OBTAINED  FROM THE  COMPANY OR THE
TRANSFER   AGENT)  THAT  IS  ACQUIRING  THIS  SECURITY  FOR  INVESTMENT
PURPOSES AND NOT FOR  DISTRIBUTION,  AND THAT,  PRIOR TO SUCH TRANSFER,
DELIVERS  TO THE  COMPANY  AND  THE  TRANSFER  AGENT  A  SIGNED  LETTER
CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO THE
RESTRICTIONS  ON TRANSFER OF THE  SECURITY  EVIDENCED  HEREBY (THE FORM
OF WHICH  LETTER  MAY BE  OBTAINED  FROM THE  COMPANY  OR THE  TRANSFER
AGENT),  (4) PURSUANT  TO AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE
SECURITIES  ACT  PROVIDED  BY  RULE  144  (IF  APPLICABLE)   UNDER  THE
SECURITIES  ACT (AS  INDICATED BY THE BOX CHECKED BY THE  TRANSFEROR ON
THE  CERTIFICATE OF TRANSFER  APPLICABLE TO THIS SECURITY,  THE FORM OF
WHICH  MAY BE  OBTAINED  FROM THE  COMPANY  OR THE  TRANSFER  AGENT) OR
(5) PURSUANT   TO  AN  EFFECTIVE   REGISTRATION   STATEMENT  UNDER  THE
SECURITIES  ACT,  IN  EACH  CASE  IN  ACCORDANCE  WITH  ANY  APPLICABLE
SECURITIES  LAWS  OF  ANY  STATE  OF  THE  UNITED  STATES.  PRIOR  TO A
TRANSFER  OF  THIS  SECURITY   (OTHER  THAN  A  TRANSFER   PURSUANT  TO
CLAUSE (5)  ABOVE),  THE HOLDER OF THIS  SECURITY  MUST,  PRIOR TO SUCH
TRANSFER,   FURNISH  TO  THE  COMPANY  AND  THE  TRANSFER   AGENT  SUCH
CERTIFICATES  AND  OTHER  INFORMATION  AND,  IN THE CASE OF A  TRANSFER
PURSUANT TO CLAUSE (4)  ABOVE,  A LEGAL OPINION AS THEY MAY  REASONABLY
REQUIRE TO CONFIRM  THAT ANY TRANSFER BY IT OF THIS  SECURITY  COMPLIES
WITH THE  FOREGOING  RESTRICTIONS.  THE HOLDER  HEREOF,  BY  PURCHASING
THIS  SECURITY,  REPRESENTS  AND AGREES FOR THE  BENEFIT OF THE COMPANY
THAT IT IS (1) AN  INSTITUTION  THAT  IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE  501(a)(1),  (2), (3) OR (7) UNDER THE  SECURITIES  ACT
AND THAT IT IS HOLDING THIS  SECURITY FOR  INVESTMENT  PURPOSES AND NOT
FOR  DISTRIBUTION  OR (2) NOT A U.S.  PERSON AND IS OUTSIDE  THE UNITED
STATES   WITHIN  THE   MEANING  OF  (OR  AN  ACCOUNT   SATISFYING   THE
REQUIREMENTS  OF  PARAGRAPH  (k)(2)  OF RULE  902  UNDER)  REGULATION S
UNDER THE  SECURITIES  ACT.  IN ANY CASE THE  HOLDER  HEREOF  WILL NOT,
DIRECTLY OR INDIRECTLY,  ENGAGE IN ANY HEDGING  TRANSACTION WITH REGARD
TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT."







                                                     EXHIBIT E

          FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                  OF RESTRICTED COMMON STOCK
      (Transfers pursuant to S 5.16(c) of the Indenture)

[Name and Address of Common Stock Transfer Agent]

         Re:      DoubleClick    Inc.    4.75%     Convertible
                  Subordinated    Notes    due    2006    (the
                  "Securities")

         Reference  is hereby made to the  Indenture  dated as
of March 22,  1999 (the "Indenture")  between DoubleClick Inc.
and The  Bank  of New  York,  as  Trustee.  Capitalized  terms
used but not  defined  herein  shall have the  meanings  given
them in the Indenture.

         This  letter  relates to  _________  shares of Common
Stock  represented  by the  accompanying  certificate(s)  that
were issued upon  conversion of Securities  and which are held
in the name of  [name of  transferor]  (the  "Transferor")  to
effect the transfer of such Common Stock.

         In  connection  with the  transfer  of such shares of
Common  Stock,  the  undersigned  confirms that such shares of
Common Stock are being transferred:

CHECK ONE BOX BELOW

                  (1)    |_|   to the Company; or

                  (2)    |_|   pursuant  to and in  compliance
                               with  Regulation  S  under  the
                               Securities Act of 1933; or

                  (3)    |_|   to       an       institutional
                               "accredited    investor"    (as
                               defined   in  Rule   501(a)(1),
                               (2),   (3)  or  (7)  under  the
                               Securities  Act of  1933)  that
                               has  furnished  to the transfer
                               agent    a    signed     letter
                               containing              certain
                               representations             and
                               agreements  (the  form of which
                               letter  can  be  obtained  from
                               the    Company   or    transfer
                               agent); or

                  (4)    |_|   pursuant to an  exemption  from
                               registration      under     the
                               Securities    Act    of    1933
                               provided     by    Rule     144
                               thereunder.

                  Unless  one of the  boxes  is  checked,  the
                  transfer  agent will refuse to register  any
                  of  the  Common  Stock   evidenced  by  this
                  certificate   in  the  name  of  any  person
                  other than the  registered  holder  thereof;
                  provided,  however,  that if box (2), (3) or
                  (4)  is  checked,  the  transfer  agent  may
                  require,   prior  to  registering  any  such
                  transfer   of   the   Common    Stock   such
                  certifications  and other  information,  and
                  if box (4) is checked  such legal  opinions,
                  as the Company has  reasonably  requested in
                  writing,  by delivery to the transfer  agent
                  of a  standing  letter  of  instruction,  to
                  confirm  that such  transfer  is being  made
                  pursuant  to  an  exemption  from,  or  in a
                  transaction     not    subject    to,    the
                  registration     requirements     of     the
                  Securities Act of 1933.


             [Name of Transferor],


             By _____________________________
                 Name:
                 Title:


Dated:

cc:  DoubleClick Inc.

Attn:  Secretary





--------
*        Applicable to Global Securities only.

**       Applicable to Definitive Securities only.

*        Insert, if appropriate.





EXHIBIT 6.2



                           DoubleClick Inc.

             4.75% Convertible Subordinated Notes due 2006

                        REGISTRATION AGREEMENT


                                                     New York, New York
                                                         March 22, 1999

Salomon Smith Barney Inc.
BT Alex. Brown Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation

As Representatives of the Initial Purchasers Named in
  Schedule I to the Purchase Agreement (as defined below)
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         DoubleClick Inc., a Delaware corporation (the "Company"),
proposes to issue and sell (such issuance and sale, the "Initial
Placement") to the several parties named in Schedule I to the
Purchase Agreement (the "Initial Purchasers") for whom you (the
"Representatives") are acting as representatives, upon the terms set
forth in a purchase agreement dated March 17, 1999 (the "Purchase
Agreement"), $200,000,000 aggregate principal amount (plus up to an
additional $50,000,000 aggregate principal amount to cover
over-allotments, if any) of its 4.75% Convertible Subordinated Notes
due 2006 (the "Securities"). The Securities will be convertible into
shares of common stock, par value $.001 per share, of the Company at
the conversion price set forth in the Offering Memorandum (as defined
herein), as the same may be adjusted from time to time pursuant to
the Indenture referred to below. As an inducement to you to enter
into the Purchase Agreement and in satisfaction of a condition to
your obligations thereunder, the Company agrees with you, (i) for
your benefit and (ii) for the benefit of the holders from time to
time of the Securities and the Common Stock issuable upon conversion
of the Securities (including you), as follows:

1.       Definitions.  Capitalized terms used herein without
definition shall have the respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:

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

         "Affiliate" of any specified person means any other person,
directly or indirectly, controlling or controlled by or under direct
or indirect common control with such specified person. For the
purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling", "controlled by" and "under common
control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such person, whether
through the ownership of voting securities or by agreement or
otherwise.

         "Business Day" has the meaning set forth in the Indenture.

         "Closing Date" means March 22, 1999.

         "Common Stock" means the common stock, par value $.001 per
share, of the Company, as it exists on the date of this Agreement and
any other shares of capital stock or other securities of the Company
into which such Common Stock may be reclassified or changed, together
with any and all other securities which may from time to time be
issuable upon conversion of Securities.

         "Damages Payment Date" means, with respect to the Securities
or the Common Stock issuable upon conversion thereof, as applicable,
each Interest Payment Date; and in the event that any Security, or
portion thereof, is called for redemption or surrendered for purchase
by the Company and not withdrawn pursuant to a Designated Event Offer
(as defined in the Indenture), the relevant redemption date or
Designated Event Payment Date (as defined in the Indenture), as the
case may be, shall also be a Damages Payment Date with respect to
such Security, or portion thereof, unless the Indenture provides that
accrued and unpaid interest on the Security (or portion thereof) to
be redeemed or repurchased, as the case may be, is to be paid to the
person who was the Holder thereof on a record date prior to such
redemption date or Designated Event Payment Date, as the case may be,
in which case the Damages Payment Date shall be the date on which
interest is payable to such Record Holder.

         "Default Rate" has the meaning set forth in the Indenture.

         "DTC" has the meaning set forth in Section 3(k) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated
thereunder.

         "Final Maturity Date" means March 15, 2006.

         "Holder" means a person who is a holder or beneficial owner
(including the Initial Purchasers) of any Securities or shares of
Common Stock issued upon conversion of Securities; provided that,
unless otherwise expressly stated herein, only registered holders of
Securities or Common Stock issued on conversion thereof shall be
counted for purposes of calculating any proportion of holders
entitled to take any action or give notice pursuant to this Agreement.

         "Indenture" means the Indenture relating to the Securities
dated as of March 22, 1999, between the Company and The Bank of New
York, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

         "Initial Placement" has the meaning set forth in the
         preamble hereto.

         "Initial Purchasers" has the meaning set forth in the
         preamble hereto.

         "Interest Payment Date" shall mean each March 15and
         September 15.

         "Liquidated Damages" has the meaning set forth in Section
         2(e) hereof.

        "Majority Holders" means the Holders of a majority of the
then outstanding aggregate principal amount of Securities registered
under a Shelf Registration Statement; provided that Holders of Common
Stock issued upon conversion of Securities shall be deemed to be
Holders of the aggregate principal amount of Securities from which
such Common Stock was converted; and provided, further, that
Securities or Common Stock which have been sold or otherwise
transferred pursuant to the Shelf Registration Statement shall not be
included in the calculation of Majority Holders.

         "Majority Underwriting Holders" means, with respect to any
Underwritten Offering, the Holders of a majority of the then
outstanding aggregate principal amount of Securities registered under
any Shelf Registration Statement whose Securities are or are to be
included in such Underwritten Offering; provided that Holders of
Common Stock issued upon conversion of Securities should be deemed to
be Holders of the aggregate principal amount of Securities from which
such Common Stock was converted.

         "Managing Underwriters" means the Underwriter or
Underwriters that shall administer an Underwritten Offering.

         "NASD" has the meaning set forth in Section 3(i) hereof.

         "Notice and Questionnaire" means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in
the form of Exhibit A hereto.

         "Offering Memorandum" means the Final Memorandum as defined
in the Purchase Agreement.

         "Person" and "person" have the meaning set forth in the
Indenture.

         "Prospectus" means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus
that discloses information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule
430A under the Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion
of the Securities or Common Stock issuable upon conversion thereof
covered by such Shelf Registration Statement, and all amendments and
supplements to such prospectus, including all documents incorporated
or deemed to be incorporated by reference in such prospectus.

         "Purchase Agreement" has the meaning set forth in the
preamble hereto.

         "Record Holder" means (i) with respect to any Damages
Payment Date which occurs on an Interest Payment Date, each person
who is registered on the books of the registrar as the holder of
Securities at the close of business on the record date with respect
to such Interest Payment Date and (ii) with respect to any Damages
Payment Date relating to the Common Stock issued upon conversion
thereof, each person who is a holder of record of such Common Stock
fifteen days prior to the Damages Payment Date.

         "Registration Default" has the meaning set forth in Section
2(e) hereof.

         "Representatives" has the meaning set forth in the preamble
thereto.

         "Rule 144" means Rule 144 (or any successor provision) under
the Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" has the meaning set forth in the preamble
hereto.

         "Shelf Registration" means a registration effected pursuant
to Section 2 hereof.

         "Shelf Registration Period" has the meaning set forth in
Section 2(c) hereof.

         "Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 2
hereof which covers all of the Securities and the Common Stock
issuable upon conversion thereof, as applicable, on Form S-3 or on
another appropriate form for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 under the Act, or any similar
rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all documents incorporated or deemed to be
incorporated by reference therein.

         "Stock Split" has the meaning set forth in the Indenture.

         "Suspension Period" has the meaning set forth in Section
2(d) hereof.

         "Transfer Restricted Securities" means each Security and
each share of Common Stock issued upon conversion thereof until the
earlier of (A) date on which such Security or share of Common Stock,
as the case may be, (i) has been transferred pursuant to the Shelf
Registration Statement or another registration statement covering
such Security or share of Common Stock which has been filed with the
SEC pursuant to the Act, in either case after such registration
statement has become effective and while such registration statement
is effective under the Act, (ii) has been transferred pursuant to
Rule 144 under the Act (or any similar provision then in force), or
(iii) may be sold or transferred pursuant to Rule 144(k) under the
Act (or any successor provision then in force), or (B) that is the
second anniversary of the Closing Date or, if later, the second
anniversary of the last date on which any Securities are issued upon
exercise of the Initial Purchasers' over-allotment option.

         "Trustee" means the trustee with respect to the Securities
under the Indenture.

         "Underwriter" means any underwriter of Securities or Common
Stock issuable upon conversion thereof in connection with an offering
thereof under a Shelf Registration Statement.

         "Underwritten Offering" means an offering in which the
Securities or Common Stock issued upon conversion thereof are sold to
an Underwriter or with the assistance of an Underwriter for
reoffering to the public.

         All references in this Agreement to financial statements and
schedules and other information which is "contained", "included", or
"stated" in the Shelf Registration Statement, any preliminary
Prospectus or Prospectus (and all other references of like import)
shall be deemed to mean and include all such financial statements and
schedules and other information which is incorporated or deemed to be
incorporated by reference in such Shelf Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all
references in this Agreement to amendments or supplements to the
Shelf Registration Statement, any preliminary Prospectus or
Prospectus shall be deemed to mean and include the filing of any
document under the Exchange Act, after the date of such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the
case may be, which is incorporated or deemed to be incorporated by
reference therein.

2.       Shelf Registration Statement.

(a)               The Company shall prepare and, not later than 60
days following the Closing Date, shall file with the SEC a Shelf
Registration Statement with respect to resales of the Securities and
the Common Stock issuable upon conversion thereof by the Holders from
time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement
and thereafter shall use its reasonable best efforts to cause such
Shelf Registration Statement to be declared effective under the Act
within 150 days after the Closing Date; provided that if any
Securities are issued upon exercise of the over-allotment option
granted to the Initial Purchasers in the Purchase Agreement and the
date on which such Securities are issued occurs after the Closing
Date, the Company will take such steps, prior to the effective date
of the Shelf Registration Statement, to ensure that such Securities
and Common Stock issuable upon conversion thereof are included in the
Shelf Registration Statement on the same terms as the Securities
issued on the Closing Date. The Company shall supplement or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company
for the Shelf Registration Statement, if required by the Act, the
Exchange Act or the SEC.

(b)                        (1) Not less than 30 calendar days prior
         to the effectiveness of the Shelf Registration Statement,
         the Company shall mail the Notice and Questionnaire to the
         Holders of Securities and Common Stock issued upon
         conversion thereof. No Holder shall be entitled to be named
         as a selling securityholder in the Shelf Registration
         Statement, and no Holder shall be entitled to use the
         Prospectus forming a part thereof for resales of Securities
         or Common Stock issued upon conversion thereof at any time,
         unless such Holder has returned a completed and signed
         Notice and Questionnaire to the Company by the deadline for
         responses set forth therein; provided, however, that Holders
         of Securities or Common Stock issued upon conversion thereof
         shall have at least 20 calendar days from the date on which
         the Notice and Questionnaire is first mailed to such Holders
         to return a completed and signed Notice and Questionnaire to
         the Company.

(2)                        After the Shelf Registration Statement has
         become effective, the Company shall, upon the request of any
         Holder of Securities or Common Stock issued or issuable upon
         conversion thereof that has not returned a completed Notice
         and Questionnaire, promptly send a Notice and Questionnaire
         to such Holder. The Company shall not be required to take
         any action to name such Holder as a selling securityholder
         in the Shelf Registration Statement or to enable such Holder
         to use the Prospectus forming a part thereof for resales of
         Securities or Common Stock issued or issuable upon
         conversion thereof until such Holder has returned a
         completed and signed Notice and Questionnaire to the
         Company, whereupon the Company will be required to take such
         action.

(c)               The Company shall keep the Shelf Registration
Statement continuously effective under the Act in order to permit the
Prospectus forming part thereof to be usable by all Holders until the
earliest of (i) the second anniversary of the Closing Date or, if
later, the second anniversary of the last date on which any
Securities are issued upon exercise of the Initial Purchasers'
over-allotment option, (ii) the date on which all the Securities and
Common Stock issued or issuable upon conversion thereof may be sold
by non-affiliates ("affiliates" for such purpose having the meaning
set forth in Rule 144) of the Company pursuant to paragraph (k) of
Rule 144 (or any successor provision) promulgated by the SEC under
the Act, (iii) the date as of which all the Securities and Common
Stock issued or issuable upon conversion thereof have been
transferred pursuant to Rule 144 under the Securities Act (or any
similar provision then in force) and (iv) such date as of which all
the Securities and the Common Stock issued or issuable upon
conversion thereof have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called the "Shelf
Registration Period"). The Company will, subject to Section 2(d),
prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be necessary to
keep the Shelf Registration Statement continuously effective for the
Shelf Registration Period; subject to Section 2(d), cause the related
Prospectus to be supplemented by any required supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Act; and, comply in all material
respects with the provisions of the Act with respect to the
disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in
such Shelf Registration Statement as so amended or such Prospectus as
so supplemented.

(d)               The Company may suspend the use of the Prospectus
for a period not to exceed 30 days in any three-month period or for
three periods not to exceed an aggregate of 90 days in any
twelve-month period (the "Suspension Period") for valid business
reasons, to be determined by the Company in its sole reasonable
judgment (not including avoidance of the Company's obligations
hereunder), including, without limitation, the acquisition or
divestiture of assets, public filings with the SEC, pending corporate
developments and similar events; provided that the Company promptly
thereafter complies with the requirements of Section 3(j) hereof, if
applicable; provided, that the existence of a Suspension Period will
not prevent the occurrence of a Registration Default or otherwise
limit the obligation of the Company to pay Liquidated Damages. The
Company shall provide notice to the Holders of a Suspension Period as
required under Section 3(c)(1)(iv) hereof.

(e)               If (i) the Shelf Registration Statement is not
filed with the SEC on or prior to 60 days after the Closing Date,
(ii) the Shelf Registration Statement has not been declared effective
by the SEC within 150 days after the Closing Date, or (iii) the Shelf
Registration Statement is filed and declared effective but shall
thereafter cease to be effective (without being succeeded immediately
by a replacement shelf registration statement filed and declared
effective) or usable (including as a result of a Suspension Period)
for the offer and sale of Transfer Restricted Securities for a period
of time (including any Suspension Period) which shall exceed 60 days
in the aggregate in any twelve-month period during the period
beginning on the Closing Date and ending on the second anniversary of
the Closing Date or, if later, the second anniversary of the last
date on which any Securities are issued upon exercise of the Initial
Purchasers' over-allotment option (each such event referred to in
clauses (i) through (iii), a "Registration Default"), the Company
will pay liquidated damages ("Liquidated Damages") to each Holder of
Transfer Restricted Securities who has complied with such Holder's
obligations under this Agreement. The amount of Liquidated Damages
payable during any period in which a Registration Default has
occurred and is continuing is the amount which is equal to
one-quarter of one percent (25 basis points) per annum per $1,000
principal amount of Securities and $2.50 per annum per 6.06061 shares
of Common Stock (subject to adjustment in the event of a stock split,
stock recombination, stock dividend and the like) constituting
Transfer Restricted Securities for the first 90 days during which a
Registration Default has occurred and is continuing and one-half of
one percent (50 basis points) per annum per $1,000 principal amount
of Securities and $5.00 per annum per 6.06061 shares of Common Stock
(subject to adjustment as set forth above) constituting Transfer
Restricted Securities for any additional days during which a
Registration Default has occurred and is continuing; provided that,
the Company hereby agrees that, upon the occurrence of the Stock
Split (which it is currently contemplated will occur on April 2,
1999), the Liquidated Damages payable in respect of Common Stock
shall be automatically adjusted to $2.50 per annum per 12.12121
shares of Common Stock for the first such 90 days during which a
Registration Default has occurred and is continuing and $5.00 per
annum per 12.12121 shares of Common Stock for any additional days
during which such Registration Default has occurred and is continuing
(in each case subject to further adjustment from time to time in the
event of a stock split, stock recombination, stock dividend and the
like), it being understood that all calculations pursuant to this and
the preceding sentence shall be carried out to five decimals.
Following the cure of all Registration Defaults, Liquidated Damages
will cease to accrue with respect to such Registration Default. All
accrued Liquidated Damages shall be paid by wire transfer of
immediately available funds or by federal funds check by the Company
on each Damages Payment Date and Liquidated Damages will be
calculated on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any Liquidated Damages are not paid when
due, then to the extent permitted by law, such overdue Liquidated
Damages, if any, shall bear interest until paid at the Default Rate,
compounded semi-annually. The parties hereto agree that the
Liquidated Damages provided for in this Section 2(e) constitute a
reasonable estimate of the damages that may be incurred by Holders by
reason of a Registration Default.

(f)               All of the Company's obligations (including,
without limitation, the obligation to pay Liquidated Damages) set
forth in the preceding paragraph which are outstanding or exist with
respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security shall have
been satisfied in full.

(g)               Immediately upon the occurrence or the termination
of a Registration Default, the Company shall give the Trustee, in the
case of notice with respect to the Securities, and the transfer and
paying agent for the Common Stock, in the case of notice with respect
to Common Stock issued or issuable upon conversion thereof, notice of
such commencement or termination, of the obligation to pay Liquidated
Damages with regard to the Securities and Common Stock and the amount
thereof and of the event giving rise to such commencement or
termination (such notice to be contained in an Officers' Certificate
(as such term is defined in the Indenture)), and prior to receipt of
such Officer' Certificate the Trustee and such transfer and paying
agent shall be entitled to assume that no such commencement or
termination has occurred, as the case may be.

(h)               All Securities which are redeemed, purchased or
otherwise acquired by the Company or any of its subsidiaries or
affiliates (as defined in Rule 144 (or any successor provision) under
the Act) prior to the Final Maturity Date shall be delivered to the
Trustee for cancellation and the Company may not hold or resell such
Securities or issue any new Securities to replace any such Securities
or any Securities that any Holder has converted pursuant to the
Indenture. All shares of Common Stock issued upon conversion of the
Securities which are repurchased or otherwise acquired by the Company
or any of its subsidiaries or affiliates (as defined in Rule 144 (or
any successor provision) under the Act) at any time while such shares
are "restricted securities" within the meaning of Rule 144 shall not
be resold or otherwise transferred except pursuant to a registration
statement which has been declared effective under the Act.

3.       Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

(a)               The Company shall furnish to you, prior to the
filing thereof with the SEC, a copy of any Shelf Registration
Statement, and each amendment thereof (excluding amendments caused by
the filing by the Company with the SEC of a report required by the
Exchange Act), a copy of any Prospectus, and each amendment or
supplement, if any, to the Prospectus included therein and shall use
its best efforts to reflect in each such document, when so filed with
the SEC, such comments as Salomon Smith Barney Inc. reasonably may
propose. Salomon Smith Barney Inc. shall promptly furnish to the
Company any comments it may have to such documents mentioned in the
foregoing sentence.

(b)               The Company shall ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any amendment or supplement thereto comply
in all material respects with the Act and the rules and regulations
thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and (iii) any Prospectus forming part of any
Shelf Registration Statement, and any amendment or supplement to such
Prospectus, does not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading; provided that the Company makes no
representation or agreement with respect to information with respect
to you, any Underwriter or any Holder required to be included in any
Shelf Registration or Prospectus pursuant to the Act or the rules and
regulations thereunder and which information is included therein in
reliance upon and in conformity with information furnished to the
Company in writing by you, any Underwriter or any such Holder.

(c)                        (1) The Company, as promptly as reasonably
         practicable, shall advise you and each Holder that has
         returned a completed and signed Notice and Questionnaire to
         the Company and, if requested by you or any such Holder,
         confirm such advice in writing:

(i)                                 when a Shelf Registration
                  Statement and any amendment thereto has been filed
                  with the SEC and when the Shelf Registration
                  Statement or any post-effective amendment thereto
                  has become effective;

(ii)                                of any request by the SEC for
                  amendments or supplements to the Shelf Registration
                  Statement or the Prospectus or for additional
                  information;

(iii)                               of the determination by the
                  Company that a post-effective amendment to the
                  Shelf Registration Statement would be appropriate;
                  and

(iv)                                of the commencement or termination
                  of any Suspension Period.

(2)                        The Company shall advise you and each
         Holder that has returned a completed and signed Notice and
         Questionnaire to the Company and, if requested by you or any
         such Holder, confirm such advice in writing:

(i)                                 of the issuance by the SEC of any
                  stop order suspending the effectiveness of the
                  Shelf Registration Statement or the initiation of
                  any proceedings for that purpose;

(ii)                                of the receipt by the Company of
                  any notification with respect to the suspension of
                  the qualification of the Securities included in any
                  Shelf Registration Statement for sale in any
                  jurisdiction or the initiation or threat of any
                  proceeding for such purpose; and

(iii)                               of the suspension of the use of
                  the Prospectus pursuant to Section 2(d) hereof or
                  of the happening of any event that requires the
                  making of any changes in the Shelf Registration
                  Statement or the Prospectus so that, as of such
                  date, the statements therein are not misleading and
                  the Shelf Registration Statement or the Prospectus,
                  as the case may be, does not include an untrue
                  statement of a material fact or omit to state a
                  material fact required to be stated therein or
                  necessary to make the statements therein (in the
                  case of the Prospectus, in light of the
                  circumstances under which they were made) not
                  misleading (which advice shall be accompanied by an
                  instruction to suspend the use of the Prospectus
                  until the requisite changes have been made).

(d)               The Company shall use its reasonable best efforts
to obtain the withdrawal of any order suspending the effectiveness of
any Shelf Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the
Securities for offer or sale in any jurisdiction at the earliest
possible time.

(e)               The Company shall furnish to each Holder of
Securities and the Common Stock issued upon conversion thereof
included within the coverage of any Shelf Registration Statement,
without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in
writing, all exhibits (including those incorporated by reference).

(f)               The Company shall, during the Shelf Registration
Period, deliver to each Holder of Securities or the Common Stock
issued upon conversion thereof included within the coverage of any
Shelf Registration Statement, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) included in such
Shelf Registration Statement and any amendment or supplement thereto
as such Holder may reasonably request; and, except during the
continuance of any Suspension Period, the Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of
the selling Holders in connection with the offering and sale of the
Securities or the Common Stock issued upon conversion thereof covered
by the Prospectus or any amendment or supplement thereto.

(g)               Prior to any offering of Securities or the Common
Stock issued upon conversion thereof pursuant to any Shelf
Registration Statement, the Company shall register or qualify or
cooperate with the Holders of Securities and the Common Stock issued
upon conversion thereof included therein and their respective counsel
in connection with the registration or qualification (or exemption
from such registration or qualification) of such Securities or Common
Stock for offer and sale, as the case may be, under the securities or
blue sky laws of such jurisdictions as any such Holders reasonably
request in writing and do any and all other acts or things necessary
or advisable to enable the offer and sale in such jurisdictions of
the Securities and the Common Stock issued upon conversion thereof
covered by such Shelf Registration Statement; provided, however, that
the Company will not be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified or to
(B) take any action which would subject it to general service of
process or to taxation in any such jurisdiction where it is not then
so subject.

(h)               The Company shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates
representing Securities or the Common Stock issued upon conversion
thereof to be sold pursuant to any Shelf Registration Statement free
of any restrictive legends and in such denominations and registered
in such names as Holders may request prior to sales of Securities or
the Common Stock issued upon conversion thereof pursuant to such
Shelf Registration Statement.

(i)               Subject to the exceptions contained in (A) and (B)
of subsection (g) hereof, the Company shall use its best efforts to
cause the Securities and Common Stock issued upon conversion thereof
covered by the applicable Shelf Registration Statement to be
registered with or approved by such other federal, state and local
governmental agencies or authorities, and self-regulatory
organizations in the United States as may be necessary to enable the
Holders to consummate the disposition of such Securities and Common
Stock issued upon conversion thereof as contemplated by the Shelf
Registration Statement; without limitation to the foregoing, the
Company shall make all filings and provide all such information as
may be required by the National Association of Securities Dealers,
Inc. (the "NASD") in connection with the offering under the Shelf
Registration Statement of the Securities and Common Stock issued upon
conversion thereof (including, without limitation, such as may be
required by NASD Rule 2710 or 2720), and shall cooperate with each
Holder in connection with any filings required to be made with the
NASD by such Holder in that regard.

(j)               Upon the occurrence of any event contemplated by
paragraph 3(c)(2)(iii) above and subject to Section 3(a) hereof, the
Company shall promptly prepare and file with the SEC a post-effective
amendment to any Shelf Registration Statement or an amendment or
supplement to the related Prospectus or any document incorporated
therein by reference or file a document which is incorporated or
deemed to be incorporated by reference in such Shelf Registration
Statement or Prospectus, as the case may be, so that, as thereafter
delivered to purchasers of the Securities or the Common Stock issued
upon conversion thereof included therein, the Shelf Registration
Statement and the Prospectus, in each case as then amended or
supplemented, will not include an untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the
Prospectus in light of the circumstances under which they were made)
not misleading and in the case of a post-effective amendment, use its
best efforts to cause it to become effective as promptly as
practicable; provided that the Company's obligations under this
paragraph (j) shall be suspended if the Company has suspended the use
of the Prospectus in accordance with Section 2(d) hereof and given
notice of such suspension to Holders, it being understood that the
Company's obligations under this Subsection (j) shall be
automatically reinstated at the end of such Suspension Period.

(k)               The Company shall use its reasonable best efforts
to cause The Depository Trust Company ("DTC") on the first Business
Day following the effective date of any Shelf Registration Statement
hereunder or as soon as possible thereafter to remove (i) from any
existing CUSIP number assigned to the Securities any designation
indicating that the Securities are ""restricted securities", which
efforts shall include delivery to DTC of a letter executed by the
Company substantially in the form of Exhibit B hereto and (ii) any
other stop or restriction on DTC's system with respect to the
Securities. In the event the Company is unable to cause DTC to take
actions described in the immediately preceding sentence, the Company
shall take such actions as Salomon Smith Barney Inc. may reasonably
request to provide, as soon as practicable, a CUSIP number for the
Securities registered under such Shelf Registration Statement and to
cause such CUSIP number to be assigned to such Securities (or to the
maximum aggregate principal amount of the Securities to which such
number may be assigned). Upon compliance with the foregoing
requirements of this Section 3(k), the Company shall provide the
Trustee with global certificates for such Securities in a form
eligible for deposit with DTC.

(l)               The Company shall use its best efforts to comply
with all applicable rules and regulations of the SEC and shall make
generally available to its security holders as soon as practicable
but in any event not later than 15 months after (i) the effective
date of the applicable Shelf Registration Statement, (ii) the
effective date of each post-effective amendment to any Shelf
Registration Statement, and (iii) the date of each filing by the
Company with the SEC of an Annual Report on Form 10-K that is
incorporated by reference or deemed to be incorporated by reference
in the Shelf Registration Statement, an earnings statement satisfying
the provisions of Section II(a) of the Act and Rule 158 promulgated
by the SEC thereunder.

(m)               The Company shall use its best efforts to cause the
Indenture to be qualified under the TIA (as defined in the Indenture)
in a timely manner.

(n)               The Company shall cause all Common Stock issued or
issuable upon conversion of the Securities to be listed on each
securities exchange or quotation system on which the Common Stock is
then listed no later than the date the applicable Shelf Registration
Statement is declared effective and, in connection therewith, to make
such filings as may be required under the Exchange Act and to have
such filings declared effective as and when required thereunder.

(o)               The Company may require each Holder of Securities
or the Common Stock issued upon conversion thereof to be sold
pursuant to any Shelf Registration Statement to furnish to the
Company such information regarding the Holder and the distribution of
such Securities or Common Stock sought by the Notice and
Questionnaire and such additional information as may, from time to
time, be required by the Act and the rules and regulations
promulgated thereunder, and the obligations of the Company to any
Holder hereunder shall be expressly conditioned on the compliance of
such Holder with such request.

(p)               The Company shall, if reasonably requested, use its
best efforts to promptly incorporate in a Prospectus supplement or
post-effective amendment to a Shelf Registration Statement (i) such
information as the Majority Holders provide or, if the Securities or
Common Stock are being sold in an Underwritten Offering, as the
Managing Underwriters or the Majority Underwriting Holders reasonably
agree should be included therein and provide to the Company in
writing for inclusion in the Shelf Registration Statement or
Prospectus, and (ii) such information as a Holder may provide from
time to time to the Company in writing for inclusion in a Prospectus
or any Shelf Registration Statement concerning such Holder and the
distribution of such Holder's Securities and Common Stock and, in
either case, shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after
being notified in writing of the matters to be incorporated in such
Prospectus supplement or post-effective amendment, provided that the
Company shall not be required to take any action under this Section
3(p) that is not, in the reasonable opinion of counsel for the
Company, in compliance with applicable law.

(q)               The Company shall enter into such customary
agreements (including underwriting agreements) and take all other
appropriate actions as may be reasonably requested in order to
expedite or facilitate the registration or the disposition of the
Securities or the Common Stock issued or issuable upon conversion
thereof, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification and
contribution provisions and procedures no less favorable than those
set forth in Section 5 (or such other reasonable and customary
provisions and procedures acceptable to the Majority Underwriting
Holders and the Managing Underwriters, if any, with respect to all
parties to be indemnified pursuant to Section 5). The plan of
distribution in the Shelf Registration Statement and the Prospectus
included therein shall permit resales of the Securities or Common
Stock issuable upon conversion thereof to be made by selling security
holders through underwriters, brokers and dealers, and shall also
include such other information as Salomon Smith Barney Inc. may
reasonably request.

(r)               The Company shall (i) make reasonably available for
inspection by the Holders of Securities and the Common Stock issued
upon conversion thereof registered or to be registered under a Shelf
Registration Statement, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and any
attorney, accountant or other agent retained by the Holders or any
such Underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its
subsidiaries as is customary for due diligence examinations in
connection with public offerings; (ii) cause the Company's officers,
directors and employees to supply all relevant information reasonably
requested by the Holders or any such Underwriter, attorney,
accountant or agent in connection with any such Shelf Registration
Statement as is customary for similar due diligence examinations;
provided, however, that any information that is designated in writing
by the Company, in its sole discretion, as confidential at the time
of delivery of such information shall be kept confidential by the
Holders or any such Underwriter, attorney, accountant or agent,
unless disclosure thereof is made in connection with a court,
administrative or regulatory proceeding or required by law, or such
information has become available to the public generally through the
Company or through a third party without an accompanying obligation
of confidentiality; provided, further, that if the foregoing
inspection and information gathering specified in subsections (i) and
(ii) would, in the Company's reasonable judgment, disrupt the
Company's conduct of business, such inspections and information
gathering shall be coordinated on behalf of the Holders and the other
parties entitled thereto by one counsel designated by or on behalf of
the Majority Holders (or, in the case of an Underwritten Offering,
the Majority Underwriting Holders and the Managing Underwriters);
(iii) make such representations and warranties to the Holders of
Securities and the Common Stock issued upon conversion thereof
registered thereunder and the Underwriters, if any, in form,
substance and scope as are customarily made by issuers to
Underwriters and covering matters including, but not limited to,
those set forth in the Purchase Agreement; (iv) obtain opinions of
counsel to the Company and updates thereof (which counsel and
opinions, in form, scope and substance, shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each
selling Holder and the Underwriters, if any, covering such matters as
are customarily covered in opinions requested in public offerings;
(v) obtain "cold comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company
for which financial statements and financial data are, or are
required to be, included in the Shelf Registration Statement),
addressed to each selling Holder of Securities and Common Stock
issued upon conversion thereof registered thereunder (provided such
Holder furnishes the accountants with such representations as the
accountants customarily require in similar situations) and the
Underwriters, if any, in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection with
primary underwritten offerings; and (vi) deliver such documents and
certificates as may be reasonably requested by the Majority Holders
or, in the case of an Underwritten Offering, the Majority
Underwriting Holders, and the Managing Underwriters, if any,
including those to evidence compliance with Section 3(j) and with any
customary conditions contained in the underwriting agreement or other
agreement entered into by the Company. The foregoing actions set
forth in clauses (iii), (iv), (v) and (vi) of this Section 3(r) shall
be performed at (A) the effectiveness of such Shelf Registration
Statement and each post-effective amendment thereto and (B) each
closing under any underwriting or similar agreement as and to the
extent required thereunder.

(s)               Each Holder agrees that, upon receipt of notice of
the happening of an event described in Sections 3(c)(1)(ii) through
and including 3(c)(1)(iv) and Sections 3(c)(2)(i) through and
including 3(c)(2)(iii), each Holder shall forthwith discontinue (and
shall cause its agents and representatives to discontinue)
disposition of the Securities and the Common Stock issuable upon
conversion thereof and will not resume disposition of such Securities
or the Common Stock until such Holder has received copies of an
amended or supplemented Prospectus contemplated by Section 3(j)
hereof, or until such Holder is advised in writing by the Company
that the use of the Prospectus may be resumed or that the relevant
Suspension Period has been terminated, as the case may be, provided
that, the foregoing shall not prevent the sale, transfer or other
disposition of Securities or Common Stock issuable upon conversion
thereof by a Holder in a transaction which is exempt from, or not
subject to, the registration requirements of the Act, so long as such
Holder does not and is not required to deliver the applicable
Prospectus or Shelf Registration Statement in connection with such
sale, transfer or other disposition, as the case may be; and
provided, further, that the provisions of this paragraph (s) shall not
prevent the occurrence of a Registration Default or otherwise limit
the obligation of the Company to pay Liquidated Damages.

(t)               Anything herein to contrary notwithstanding, the
Company will not be required to pay the costs and expenses of, or to
participate in the marketing or "road show" presentations of, more
than one Underwritten Offering initiated at the request of the
Holders of Securities or shares of Common Stock issued or issuable
upon conversion thereof, or to effect more than one Underwritten
Offering at the request of such Holders. The Company will not be
required to pay the costs and expenses of, or to participate in the
marketing or "road show" presentations of, an Underwritten Offering
unless Holders of at least the Minimum Amount (as defined below) of
Securities and/or Common Stock issued or issuable on conversion
thereof have requested that such Securities and/or shares of Common
Stock be included in such an Underwritten Offering. For purposes of
this Agreement, the "Minimum Amount" means 25% of the aggregate
principal amount of Securities originally issued under the Indenture;
provided that, for purposes of computing the Minimum Amount, Holders
of Common Stock issued upon conversion of Securities shall be deemed
to be holders of the aggregate principal amount of Securities which
were converted into those shares of Common Stock. Only Holders of
Securities or shares of Common Stock issued or issuable upon
conversion thereof which are Transfer Restricted Securities shall be
entitled to include such Securities or shares of Common Stock in an
Underwritten Offering and only Transfer Restricted Securities shall
be included in the computation of the Minimum Amount. The
Underwritten Offering initiated by Holders as aforesaid shall include
both Securities and Common Stock if so requested by the Holders. Upon
receipt by the Company, from Holders of at least the Minimum Amount
of Securities and/or Common Stock issued or issuable upon conversion
thereof, of a request for an Underwritten Offering, the Company will,
within 10 days thereafter, mail notice to all Holders of Securities
and shares of Common Stock issued upon conversion/hereof stating
that: (i) the Company has received a request from the Holders of the
requisite amount of Securities and/or Common Stock issued or issuable
on conversion thereof to effect an Underwritten Offering on behalf of
such Holders; (ii) under the terms of this Agreement, all Holders of
Securities and shares of Common Stock issued or issuable upon
conversion thereof which are Transfer Restricted Securities may
include their Securities and shares of Common Stock in such
Underwritten Offering, subject to the terms and conditions set forth
in this Agreement and subject to the right of the Managing
Underwriters to reduce, in light of market conditions and other
similar factors, the aggregate principal amount of Securities and
number of shares of Common Stock included in such Underwritten
Offering; (iii) all Holders electing to include Securities or shares
of Common Stock in such Underwritten Offering must notify the Company
in writing of such election (the "Election"), and setting forth an
address and facsimile number to which such written elections may be
sent and the deadline (which shall be 12:00 midnight on the 30th
calendar day after such notice is mailed to Holders or, if not a
Business Day, the next succeeding Business Day (the "Deadline")) by
which such elections must be received by the Company; and (iv)
setting forth such other instructions as shall be necessary to enable
Holders to include their Securities and shares of Common Stock in
such Underwritten Offering. No Holder shall be entitled to
participate in an Underwritten Offering unless such Holder notifies
the Company of such Election by the Deadline. Notwithstanding
anything to the contrary contained herein, if the Managing
Underwriters for an Underwritten Offering to be effected pursuant to
this Section 3(t) advise the Holders of the Securities and shares of
the Common Stock to be included in such Underwritten Offering that,
because of aggregate principal amount of Securities and/or number of
shares of Common Stock that such Holders have requested be included
in the Underwritten Offering, the success of the offering would
likely be materially adversely affected by the inclusion of all of
the Securities and shares of Common Stock requested to be included,
then the principal amount of Securities and the number of shares of
Common Stock to be offered for the accounts of Holders shall be
reduced pro rata, according to the aggregate principal amount of
Securities and number of shares of Common Stock, respectively,
requested for inclusion by each such Holder, to the extent necessary
to reduce the size of the offering to the size recommended by the
Managing Underwriter. Notwithstanding anything to the contrary
contained herein, neither the Company nor any Person, other than a
Holder of Securities or shares of Common Stock issued or issuable
upon conversion thereof and only with respect to its Transfer
Restricted Securities, shall be entitled to include any securities in
the Underwritten Offering.

4.       Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under
Sections 2 and 3 hereof and shall reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated
by the Majority Holders to act as counsel for the Holders in
connection therewith. Notwithstanding the provisions of this Section
4, each Holder shall bear the expense of any broker's commission,
agency fee or Underwriter's discount or commission.

5.       Indemnification and Contribution.

(a)                                 (i)     The Company agrees to
                  indemnify and hold harmless each Holder of
                  Securities and each Holder of Common Stock issued
                  upon conversion thereof covered by any Shelf
                  Registration Statement (including the Initial
                  Purchasers), the directors, officers, employees and
                  agents of each such Holder and each person who
                  controls any such Holder within the meaning of
                  either the Act or the Exchange Act against any and
                  all losses, claims, damages or liabilities, joint
                  or several, to which they or any of them may become
                  subject under the Act, the Exchange Act or other
                  Federal or state law or regulation, at common law
                  or otherwise, insofar as such losses, claims,
                  damages or liabilities (or actions in respect
                  thereof) arise out of or are based upon any untrue
                  statement or alleged untrue statement of a material
                  fact contained in the Shelf Registration Statement
                  as originally filed or in any amendment thereof, or
                  in any preliminary Prospectus or Prospectus, or in
                  any amendment thereof or supplement thereto, or
                  arise out of or are based upon the omission or
                  alleged omission to state therein a material fact
                  required to be stated therein or necessary to make
                  the statements therein, in the light of the
                  circumstances under which they were made, not
                  misleading, and agrees to reimburse each such
                  indemnified party, as incurred, for any legal or
                  other expenses reasonably incurred by any of them
                  in connection with investigating or defending any
                  such loss, claim, damage, liability or action;
                  provided, however, that the Company will not be
                  liable in any such case to the extent that any such
                  loss, claim, damage or liability arises out of or
                  is based upon (A) any such untrue statement or
                  alleged untrue statement or omission or alleged
                  omission made therein in reliance upon and in
                  conformity with written information furnished to
                  the Company by or on behalf of any such Holder or
                  any Initial Purchaser specifically for inclusion
                  therein, (B) use of a Shelf Registration Statement
                  or the related Prospectus during a period when a
                  stop order has been issued in respect of such Shelf
                  Registration or any proceedings for that purpose
                  have been initiated or use of a Prospectus when use
                  of such Prospectus has been suspended pursuant to
                  Section 2(d) or Section 3(s); provided, further, in
                  each case, that Holders received prior notice of
                  such stop order, initiation of proceedings or
                  suspension, or (C) if the Holder fails to deliver a
                  Prospectus, as then amended or supplemented,
                  provided that the Company shall have delivered to
                  such Holder such Prospectus, as then amended or
                  supplemented. This indemnity agreement will be in
                  addition to any liability which the Company may
                  otherwise have.

(ii)                                The Company also agrees to
                  indemnify and to contribute to Losses, as provided
                  in Section 5(d), of any Underwriters of Securities
                  or Common Stock issued upon conversion thereof
                  registered under a Shelf Registration Statement,
                  their officers and directors and each person who
                  controls any such Underwriter within the meaning of
                  either the Act or the Exchange Act on substantially
                  the same basis as that of the indemnification of
                  the Initial Purchasers and the selling Holders
                  provided in this Section 5(a) and shall, if
                  requested by any Holder, enter into an underwriting
                  agreement reflecting such agreement, as provided in
                  Section 3(q) hereof. This indemnity agreement will
                  be in addition to any liability which the Company
                  may otherwise have.

(b)               Each Holder of Securities or Common Stock issued
upon conversion thereof covered by a Shelf Registration Statement
(including the Initial Purchasers) severally and not jointly agrees
to indemnify and hold harmless (i) the Company, (ii) each of its
directors, (iii) each of its officers who signs such Shelf
Registration Statement and (iv) each person who controls the Company
within the meaning of either the Act or the Exchange Act to the same
extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to
any liability which any such Holder may otherwise have.

(c)               Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 5, notify the
indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it
from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial
rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except
as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the
right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel (and local counsel) if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii)
the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. Notwithstanding the foregoing, the
Company shall not, in the connection with any one action or
proceeding or separate but substantially similar or related actions
or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate counsel (in addition to
one separate local counsel) at any time for the indemnified parties,
which firm or firms (including any local counsel) shall be designated
by Salomon Smith Barney Inc. An indemnifying party will not, without
the prior written consent of the indemnified party, which consent
will not be unreasonably withheld, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability
arising out of such claim, action, suit or proceeding. The Company
shall not be liable for any losses, claims, damages or liabilities by
reason of any settlement of any action or proceeding effected without
the Company's prior written consent, which consent will not be
unreasonably withheld.

(d)               In the event that the indemnity provided in
paragraph (a) or (b) of this Section 5 is unavailable to or
insufficient to hold harmless an indemnified party for any reason,
then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall have an obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating
or defending same) (collectively "Losses"), as incurred, to which
such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such
indemnifying party, on the one hand, and such indemnified party, on
the other hand, from the Initial Placement and the Shelf Registration
Statement which resulted in such Losses; provided, however, that in
no case shall the Initial Purchasers be responsible, in the
aggregate, for any amount in excess of the purchase discount or
commission applicable to the Securities, as set forth on the cover
page of the Offering Memorandum, nor shall any Underwriter be
responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities and Common Stock issued upon
conversion thereof purchased by such Underwriter under the Shelf
Registration Statement which resulted in such Losses. If the
allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the sum of (x) the total net
proceeds from the Initial Placement (before deducting expenses) as
set forth on the cover page of the Offering Memorandum and (y) the
total amount of Liquidated Damages that the Company was not required
to pay as a result of registering the Securities and Common Stock
issued upon conversion thereof covered by the Shelf Registration
Statement which resulted in such Losses. Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the
Offering Memorandum, and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Securities or the
Common Stock issuable upon conversion thereof registered under the
Act. Benefits received by any Underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Shelf
Registration Statement (or the applicable Prospectus supplement)
which resulted in such Losses. Relative fault shall be determined by
reference to whether any untrue statement or omission or alleged
untrue statement or omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on
the other hand. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 1 l(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 5,
each person who controls a Holder within the meaning of either the
Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as
such Holder, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Shelf Registration Statement and
each director of the Company shall have the same rights to
contribution as the Company, and each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act
and each officer and director of each Underwriter shall have the same
rights to contribution as such Underwriter, subject in each case to
the applicable terms and conditions of this paragraph (d).

(e)               The provisions of this Section 5 will remain in
full force and effect, regardless of any investigation made by or on
behalf of any Holder, any Underwriter or the Company or any of the
officers, directors or controlling persons referred to in Section 5
hereof, and will survive the sale by a Holder of Securities or shares
of Common Stock covered by a Shelf Registration Statement.

6.       Miscellaneous.

(a)               No Inconsistent Agreements. The Company has not, as
of the date hereof, entered into nor shall it, on or after the date
hereof, enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.

(b)               Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, qualified, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the
Company has obtained the written consent of the Majority Holders;
provided that with respect to any matter that directly or indirectly
affects the rights of the Initial Purchasers hereunder, the Company
shall obtain the written consent of each of the Initial Purchasers
against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively
to the rights of Holders whose Securities or Common Stock are being
sold pursuant to a Shelf Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be
given by the Majority Holders, determined on the basis of Securities
or Common Stock issued upon conversion thereof being sold rather than
registered under such Shelf Registration Statement.

(c)               Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telecopier, or air courier
guaranteeing overnight delivery:

(1)                        if to you, initially at the address set
         forth in the Purchase Agreement;

(2)                        if to any other Holder, at the most
         current address given by such Holder to the Company in
         accordance with the provisions of this Section 6(c), which
         address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the
         Indenture or, in the case of Common Stock, the address
         maintained by the registrar of the Common Stock, with a copy
         in like manner to Salomon Smith Barney Inc.; and

(3)                        if to the Company, initially at its
         address set forth in the Purchase Agreement.

         All such notices and communications shall be deemed to have
been duly given when received, if delivered by hand or air courier,
and when sent, if sent by first-class mail or telecopier.

         The Initial Purchasers or the Company by notice to the other
may designate additional or different addresses for subsequent
notices or communications.

(d)               Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of
each of the parties, including, without the need for an express
assignment or any consent by the Company thereto, subsequent Holders.
The Company hereby agrees to extend the benefits of this Agreement to
any Holder and Underwriter and any such Holder and Underwriter may
specifically enforce the provisions of this Agreement as if an
original party hereto. In the event that any other person shall
succeed to the Company under the Indenture as provided in Article VII
thereof, then such successor shall enter into an agreement, in form
and substance reasonably satisfactory to the Initial Purchasers,
whereby such successor shall assume all of the Company's obligations
under this Agreement.

(e)               Counterparts. This agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.

(f)               Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.

(g)               GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE,
WITHOUT REGARD, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO THE
CONFLICTS OF LAW RULES THEREOF.

(h)               Severability. In the event that any one of more of
the provisions contained herein, or the application thereof in any
circumstances, is 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 hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by
law.

(i)               Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal
amount of Securities or the Common Stock issuable upon conversion
thereof is required hereunder, Securities or the Common Stock issued
upon conversion thereof held by the Company or its Affiliates (other
than subsequent Holders of Securities or the Common Stock issued upon
conversion thereof if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

         Please confirm that the foregoing correctly sets forth the
agreement between the Company and you.

                            Very truly yours,

                            DOUBLECLICK INC.



         _____________________________________
         Name:
         Title:


The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

SALOMON SMITH BARNEY INC.
BT ALEX.BROWN INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
For themselves and the other Initial
Purchases named in Schedule I to the
Purchase Agreement

BY:      SALOMON SMITH BARNEY INC.



By:                                         
         Name:
         Title:






                                                      

 
                                                              EXHIBIT A

                           DoubleClick Inc.

                   Notice of Registration Statement

                                  and

                 Selling Securityholder Questionnaire


         Reference is hereby made to the Registration Agreement (the
"Registration Agreement") between DoubleClick Inc., a Delaware
corporation (the "Company"), and the Initial Purchasers named
therein. Pursuant to the Registration Agreement, the Company has
filed or will file with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's 4.75% Convertible Subordinated
Notes due 2006 (the "Securities"), and the shares of the Company's
common stock, par value $.001 per share (the "Common Stock"),
issuable upon conversion thereof. A copy of the Registration
Agreement is attached hereto. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the
Registration Agreement.

         Each holder and beneficial owner of Transfer Restricted
Securities is entitled to have its Transfer Restricted Securities
included in the Shelf Registration Statement. In order to have
Transfer Restricted Securities included in the Shelf Registration
Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the
following address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]:
[NAME AND ADDRESS OF COUNSEL]. Holders or beneficial owners of
Transfer Restricted Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement
and (ii) may not use the Prospectus forming a part thereof for
resales of Transfer Restricted Securities, subject, however, to the
Company's obligations under Section 2(b)(2) of the Registration
Agreement.

         Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and
related Prospectus. Accordingly, holders and beneficial owners of
Transfer Restricted Securities are advised to consult their own
securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

                               ELECTION

         The undersigned (the "Selling Securityholder") hereby elects
to include in the Shelf Registration Statement the Transfer
Restricted Securities held or beneficially owned by it and listed
below in Item (3)(b). The undersigned, by signing and returning this
Notice and Questionnaire, agrees to be bound with respect to such
Transfer Restricted Securities by the terms and conditions of this
Notice and Questionnaire and the Registration Agreement, including,
without limitation, the indemnification set forth in Section 5 of the
Registration Agreement, as if the undersigned Selling Securityholder
were an original party thereto.

QUESTIONNAIRE

(1)      (a)      Full legal name of Selling Securityholder:

         (b)      Full legal name of registered holder (if not the
same as in (a) above) of Transfer Restricted Securities listed in (3)
below (if the Transfer Restricted Securities are held through a
broker-dealer or other third party and, as a result, you do not know
the legal name of the registered holder, please complete Item (l)(c)
below):

         (c)      Full legal name of broker-dealer or other third
party through which Transfer Restricted Securities listed in (3)
below are held:

(2)      Address for notices to Selling Securityholder:




Telephone:
Fax:
Contact Person:


(3)      Beneficial ownership of Transfer Restricted Securities.

         Except as set forth below in this Item (3), the undersigned
does not beneficially own any Securities or shares of Common Stock
which constitute Transfer Restricted Securities.

         (a)      Principal amount of Securities constituting
Transfer Restricted Securities beneficially owned:

         Number of shares of Common Stock, if any, constituting
Transfer Restricted Securities (include only shares of Common Stock
which have actually been issued, not shares issuable upon future
conversion of Securities):

         The undersigned also may be deemed to beneficially own such
number of shares of Common Stock as may be issued from time to time
upon conversion of the Securities listed in Item (3)(a) above.

         (b)      Principal amount of Securities and number of shares
of outstanding Common Stock constituting Transfer Restricted
Securities which the undersigned wishes to be included in the Shelf
Registration Statement:

         Unless otherwise indicated in the space provided below, all
Securities, all shares of Common Stock listed in response to Item
(3)(a) above, and all shares of Common Stock issuable upon conversion
of the Securities listed in response to Item (3)(b)above, will be
included in the Shelf Registration Statement. If the undersigned does
not wish all such Securities or shares of Common Stock to be so
included, please indicate below the number of such shares to be
included:



(4)      Beneficial ownership of other securities of the Company:

         Except as set forth below in this item (4), the undersigned
Selling Securityholder is not the beneficial or registered owner of
any shares of Common Stock or any other securities of the Company,
other than Securities and shares of Common Stock listed above in Item
(3).

         State any exceptions here:





(5)      Relationships with the Company:

         Except as set forth below, neither the Selling
Securityholder nor any of its officers, directors or 5% or greater
stockholders has held any position or office or has had any other
material relationship with the Company (or its predecessors or
affiliates)during the past three years.

         State any exceptions here:







(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Transfer Restricted
Securities listed above in Item (3) only as follows (if at all): Such
Transfer Restricted Securities may be sold from time to time by the
undersigned Selling Securityholder (i) to or through underwriters,
brokers or dealers; (ii) directly to one or more other purchasers;
(iii) through agents on a best-efforts basis or otherwise; or (iv)
through a combination of any such methods of sale. Such Transfer
Restricted Securities may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at varying prices determined at the
time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (i) on
any national securities exchange or quotation service on which the
Transfer Restricted Securities may be listed or quoted at the time of
sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Transfer Restricted Securities or
otherwise, the Selling Securityholder may enter into hedging
transactions with brokers-dealers or others, which may in turn engage
in short sales of the Transfer Restricted Securities in the course of
hedging the positions they assume. The Selling Securityholder may
also sell Transfer Restricted Securities short and deliver Transfer
Restricted Securities to close out such short positions, or loan or
pledge Transfer Restricted Securities to brokers-dealers or others
that in turn may sell such securities. The Selling Securityholder may
pledge or grant a security interest in some or all of the Transfer
Restricted Securities owned by it and, if it defaults in the
performance of its secured obligations, the pledgees or secured
parties may offer and sell the Transfer Restricted Securities from
time to time pursuant to the Prospectus. The Selling Securityholder
also may transfer and donate shares in other circumstances in which
case the transferees, donees, pledgees or other successors in
interest will be the selling stockholders for purposes of the
Prospectus. The Selling Securityholder may sell short the Common
Stock and may deliver the Prospectus in connection with such short
sales and use the shares covered by the Prospectus to cover such
short sales.

         State any exceptions here:

         By signing below, the Selling Securityholder acknowledges
that it understands its obligation to comply, and agrees that it will
comply, with the provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, particularly
Regulation M and the prospectus delivery requirements under the
Securities Act.

         In the event that the Selling Securityholder transfers all
or any portion of the Transfer Restricted Securities listed in Item
(3) above after the date on which such information is provided to the
Company (other than a transaction as a result of which such
securities shall no longer be Transfer Restricted Securities), the
Selling Securityholder agrees to notify the transferees at the time
of the transfer of its rights and obligations under this Notice and
Questionnaire and the Registration Agreement.

         By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to
Items (1) through (6) above and the inclusion of such information in
the Shelf Registration Statement and related Prospectus. The Selling
Securityholder understands that such information will be relied upon
by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus.

         The Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided
herein which may occur subsequent to the date hereof at any time
while the Shelf Registration Statement remains in effect. All notices
hereunder and pursuant to the Registration Agreement shall be made in
writing, by hand-delivery, first class mail, or air courier
guaranteeing overnight delivery as follows:

                  DoubleClick Inc.
                  41 Madison Avenue, 32nd Floor
                  New York, New York 10010
                  Attention: Chief Financial Officer

         Once this Notice and Questionnaire is executed by the
Selling Securityholder and received by the Company, the terms of this
Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of
and shall be enforceable by the respective successors, heirs,
personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item
(3)(b) above). This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.






         IN WITNESS WHEREOF, the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent.

Dated:

                             Selling Securityholder
                             (Print/type full legal name of
                             beneficial owner of Transfer Restricted
                             Securities).



                             By:                              
                             Name:
                             Title:



                                                     EXHIBIT B


          FORM OF LETTER TO BE PROVIDED BY ISSUER TO

                 THE DEPOSITORY TRUST COMPANY


The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004

         Re.      4.75% Convertible Subordinated Notes due
                  2006 (the "Securities") of DoubleClick Inc.

Ladies and Gentlemen:

         Please be advised that the Securities and Exchange
Commission has declared effective a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended,
with regard to all of the Securities referenced above.
Accordingly, there is no longer any restriction as to whom
such Securities may be sold and any restrictions on the
CUSIP designation are no longer appropriate and may be
removed. I understand that upon receipt of this letter, DTC
will remove any stop or restriction on its system with
respect to this issue.

         As always, please do not hesitate to call if we can
of further assistance.

                                   Very truly yours,



                                   By:                        
                                   Authorized Officer