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                                 TRUST INDENTURE

                          DATED AS OF DECEMBER 1, 2002

                                     BETWEEN

                             UTAH TECH CENTER, LLC,

                                  AS THE ISSUER

                                       AND

                          SECURITY BANK OF KANSAS CITY,

                                 AS THE TRUSTEE

                                   $14,870,000
                              TAXABLE REVENUE BONDS
                         (OSHA TECHNICAL CENTER PROJECT)
                                   SERIES 2002

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<PAGE>

                                 TRUST INDENTURE

                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

                  Parties......................................................1
                  Recitals.....................................................1
                  Granting Clauses.............................................1

                                    ARTICLE I

                                   DEFINITIONS

Section 101.      Definitions of Words and Terms...............................2
Section 102.      Rules of Interpretation......................................9

                                   ARTICLE II

                                    THE BONDS

Section 201.      Title and Amount of Bonds....................................9
Section 202.      Denomination, Numbering and Dating of Bonds..................9
Section 203.      Method and Place of Payment of Bonds.........................9
Section 204.      Execution and Authentication of Bonds.......................10
Section 205.      Registration, Transfer and Exchange of Bonds................10
Section 206.      Persons Deemed Owners of Bonds..............................10
Section 207.      Authorization of Series 2002 Bonds..........................10
Section 208.      Authorization of Additional Bonds...........................11
Section 209.      Temporary Bonds.............................................12
Section 210.      Mutilated, Lost, Stolen or Destroyed Bonds..................13
Section 211.      Cancellation and Destruction of Bonds Upon Payment..........13
Section 212.      Book-Entry; Securities Depository...........................13

                                   ARTICLE III

                               REDEMPTION OF BONDS

Section 301.      Redemption of Bonds Generally...............................14
Section 302.      Redemption of Series 2002 Bonds.............................14
Section 303.      Selection of Bonds to be Redeemed...........................15
Section 304.      Trustee's Duty to Redeem Bonds..............................15
Section 305.      Notice and Effect of Call for Redemption....................15
Section 306.      Effect of Call for Redemption...............................16

                                   ARTICLE IV

                                  FORM OF BONDS

Section 401.      Form of Bonds Generally.....................................16
Section 402.      Form of Series 2002 Bonds...................................16

                                    ARTICLE V

                        CREATION OF PROJECT FUND; CUSTODY
                        AND APPLICATION OF BOND PROCEEDS

Section 501.      Creation of Project Fund....................................16


                                       (i)
<PAGE>

Section 502.      Deposits into the Project Fund..............................17
Section 503.      Disbursements from the Project Fund.........................17
Section 504.      Disposition Upon Completion of the Project..................17
Section 505.      Deposits and Disbursements from the Series
                  2002 Liquidated Damages Reserve Account.....................29
Section 506.      Disposition of the Series 2002 Liquidated
                  Damages Reserve Account Upon Completion
                  of the Project..............................................29
Section 507.      Disposition Upon Acceleration...............................18

                                   ARTICLE VI

                               REVENUES AND FUNDS

Section 601.      Creation of Funds and Accounts..............................18
Section 602.      Deposits Into and Application of Moneys
                  in the Revenue Fund.........................................18
Section 603.      Deposits into the Debt Service Fund.........................19
Section 604.      Application of Moneys in the Debt Service Fund..............19
Section 605.      Deposits into and Application of Moneys
                  in the Project Replacement Fund.............................19
Section 606.      Deposits into and Application of Moneys
                  in the Capitalized Interest Fund............................19
Section 607.      Deposits Into and Application of Moneys
                  in the Tax and Insurance Fund...............................20
Section 608.      Deposits Into and Application of Moneys in the
                  Project Operation and Maintenance Fund......................20
Section 609.      Payments Due on Saturdays, Sundays and Holidays.............20
Section 610.      Nonpresentment of Bonds.....................................20
Section 611.      Additional Payments.........................................20

                                   ARTICLE VII

                  SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS

Section 701.      Moneys to be Held in Trust..................................21
Section 702.      Investment of Moneys in Funds...............................21
Section 703.      Record Keeping..............................................21

                                  ARTICLE VIII

                        GENERAL COVENANTS AND PROVISIONS

Section 801.      Payment of Principal of, Premium, if Any,
                  and Interest on the Bonds...................................21
Section 802.      Authority to Execute Indenture and Issue Bonds..............21
Section 803.      Performance of Covenants....................................21
Section 804.      Instruments of Further Assurance............................21
Section 805.      Insurance Provisions........................................21
Section 806.      Impositions.................................................22
Section 807.      Use of Project..............................................23
Section 808.      Repairs and Maintenance.....................................23
Section 809.      Environmental Matters.......................................23
Section 810.      Utilities...................................................23
Section 811.      Inspection of Project Books.................................23
Section 812.      Enforcement of Rights Under the Lease.......................23
Section 813.      Possession and Use of Project...............................23
Section 814.      Financial Statements and Annual Budget......................24
Section 815.      Project Covenants...........................................24


                                      (ii)
<PAGE>

Section 816.      Removal of Machinery and Equipment;
                  Improvements to the Project.................................25
Section 817.      Damage, Destruction and Condemnation........................27
Section 818.      Assignment..................................................28
Section 819.      Indemnification by the Issuer...............................28
Section 820.      Additional Covenants of the Issuer..........................28
Section 821.      Title Insurance.............................................45

                                   ARTICLE IX

                               REMEDIES ON DEFAULT

Section 901.      Acceleration of Maturity in Event of Default................29
Section 902.      Exercise of Remedies by the Trustee.........................29
Section 903.      Limitation on Exercise of Remedies by Owners................29
Section 904.      Right of Owners to Direct Proceedings.......................29
Section 905.      Remedies Cumulative.........................................29
Section 906.      Waivers of Events of Default................................30

                                    ARTICLE X

                                   THE TRUSTEE

Section 1001.     Acceptance of the Trusts....................................30
Section 1002.     Fees, Charges and Expenses of the Trustee...................31
Section 1003.     Notice to Owners if Default Occurs..........................31
Section 1004.     Intervention by the Trustee.................................31
Section 1005.     Successor Trustee Upon Merger, Consolidation or Sale........31
Section 1006.     Resignation of Trustee......................................31
Section 1007.     Removal of Trustee..........................................31
Section 1008.     Appointment of Successor Trustee............................31
Section 1009.     Vesting of Trusts in Successor Trustee......................31
Section 1010.     Right of Trustee to Pay Taxes and Other Charges.............31
Section 1011.     Trust Estate May Be Vested in Co-trustee....................32
Section 1012.     Annual Accounting...........................................32
Section 1013.     Recordings and Filings......................................32
Section 1014.     Performance of Duties under the Lease.......................32
Section 1015.     Designation of Paying Agents................................32
Section 1016.     Fees, Charges and Expenses of Paying Agents.................32

                                   ARTICLE XI

               SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL MORTGAGES

Section 1101.     Supplemental Indentures and Supplemental
                  Mortgages Not Requiring Consent of Owners...................32
Section 1102.     Supplemental Indentures and Supplemental
                  Mortgages Requiring Consent of Owners.......................53

                                   ARTICLE XII

                                LEASE AMENDMENTS

Section 1201.     Lease Amendments............................................33


                                      (iii)
<PAGE>

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

Section 1301.     Satisfaction and Discharge of Indenture.....................33
Section 1302.     Bonds Deemed to be Paid.....................................33

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

Section 1401.     Consents and Other Instruments by Owners....................34
Section 1402.     Interested Parties..........................................34
Section 1403.     Notices.....................................................34
Section 1404.     Suspension of Mail Service..................................35
Section 1405.     Amendment...................................................35
Section 1406.     Severability................................................35
Section 1407.     Counterparts................................................35
Section 1408.     Governing Law...............................................35

                  Signatures and Seals.......................................S-1

                  Schedule I - Property Subject to Lease

                  Appendix A-Form of Series 2002 Bonds
                  Appendix B-Form of Certificate for Payment of Project Costs


                                      (iv)
<PAGE>

                                 TRUST INDENTURE

      THIS TRUST  INDENTURE,  dated as of  December 1, 2002,  between  UTAH TECH
CENTER,  LLC, a limited  liability company duly organized and existing under the
laws of the State of Missouri and qualified to do business in the State of Utah,
as  Issuer,  and  SECURITY  BANK OF  KANSAS  CITY,  a banking  corporation  duly
organized  and  existing  and  authorized  to accept and  execute  trusts of the
character  herein  set forth  under the laws of the  State of  Kansas,  with its
principal office located in the City of Kansas City, Kansas, as Trustee;

      WITNESSETH:

      WHEREAS,  the Issuer is authorized by law and a resolution duly adopted by
its members (the "Resolution"),  to issue under this Indenture a series of bonds
(described herein) in an aggregate  principal amount of $14,870,000 (the "Series
2002 Bonds"), for the purpose of providing funds to (a) finance the acquisition,
construction,  furnishing and equipping of an  approximately  75,000 square foot
office building  located at 8540 Sandy Parkway in Sandy,  Utah (the  "Project"),
(b) fund  capitalized  interest  on the  Series  2002 Bonds and (c) pay costs of
issuance of the Series 2002 Bonds; and

      WHEREAS,  concurrently  with the  issuance of the Series  2002 Bonds,  the
Issuer will enter into a Deed of Trust,  Mortgage and Security Agreement of even
date herewith (the  "MORTGAGE")  to the mortgage  trustee for the benefit of the
Trustee to secure its obligations under this Indenture; and

      WHEREAS, all things necessary to make the Bonds, when authenticated by the
Trustee and issued as provided in this Indenture,  the valid and legally binding
obligations of the Issuer,  and to constitute this Indenture a valid and legally
binding  pledge and  assignment of the Trust Estate herein made for the security
of the payment of the principal of,  premium,  if any, and interest on the Bonds
issued hereunder,  have been done and performed,  and the execution and delivery
of this  Indenture and the  execution and issuance of the Bonds,  subject to the
terms hereof, have in all respects been duly authorized;

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                                GRANTING CLAUSES

      That the Issuer,  in consideration of the premises,  the acceptance by the
Trustee of the trusts hereby  created,  the purchase and acceptance of the Bonds
by the Owners thereof, and of other good and valuable consideration, the receipt
of which is hereby  acknowledged,  and in order to  secure  the  payment  of the
principal  of,  premium,  if any,  and  interest on all of the Bonds  issued and
Outstanding  under this Indenture from time to time according to their tenor and
effect,  and to secure the  performance  and observance by the Issuer of all the
covenants,  agreements and conditions  herein and in the Bonds  contained,  does
hereby pledge and assign unto the Trustee and its  successors  and assigns,  the
following  property  (said  property  being  herein  referred  to as the  "Trust
Estate"):

      (a) all  right,  title and  interest  of the  Issuer  in, to and under the
Lease,  and all rents,  revenues  and  receipts  derived by the Issuer  from the
Project including,  without limitation, all payments derived by the Issuer under
and pursuant to and subject to the  provisions  of the Lease;  provided that the
pledge and assignment  hereby made shall not impair or diminish the  obligations
of the Issuer under the provisions of the Lease; and

      (b) all  right,  title and  interest  of the  Issuer  in, to and under the
Mortgaged  Property  mortgaged  and pledged under the Mortgage and all financing
statements or other instruments or documents relating thereto; and

      (c) all moneys and securities  from time to time held by the Trustee under
the terms of this  Indenture,  and any and all other  property of every kind and
nature  from time to time  hereafter,  by  delivery  or by  writing of any kind,
pledged, assigned or transferred as and for additional security hereunder by the
Issuer or by anyone in its behalf, or with its written consent,  to the Trustee,
which is hereby  authorized  to receive any and all such property at any and all
times and to hold and apply the same subject to the terms hereof.

      TO HAVE AND TO HOLD,  all and  singular,  the Trust Estate with all rights
and privileges  hereby pledged and assigned,  or agreed or intended so to be, to
the Trustee and its successors in trust and assigns;

      IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein
set forth, for the equal and proportionate  benefit,  protection and security of
all  Owners  from time to time of the Bonds  issued and  Outstanding  under this
Indenture,  without preference,  priority or distinction as to lien or otherwise
of any of the Bonds over any other of the Bonds except as expressly  provided by
this Indenture;

      PROVIDED,  HOWEVER,  that if the Issuer shall well and truly pay, or cause
to be paid, the principal of, premium, if any, and interest on all the Bonds, at
the times and in the manner  mentioned in the Bonds according to the true intent
and meaning  thereof,  or shall provide for the payment  thereof (as provided in
ARTICLE XIII hereof), and shall pay or cause to be paid to the Trustee all other
sums of money  due or to  become  due to it in  accordance  with the  terms  and
provisions  hereof,  then upon such final payments this Indenture and the rights
hereby  granted shall cease,  determine and be void;  otherwise,  this Indenture
shall be and remain in full force and effect.

      THIS INDENTURE FURTHER  WITNESSETH,  and it is hereby expressly  declared,
covenanted and agreed by and between the parties  hereto,  that all Bonds issued
and secured hereunder are to be issued, authenticated and delivered and that all
the Trust Estate is to be held and applied under, upon and subject to the terms,
conditions,  stipulations,  covenants,  agreements, trusts, uses and purposes as
hereinafter  expressed,  and the Issuer does hereby agree and covenant  with the
Trustee  and with the  respective  Owners  from  time to time of the  Bonds,  as
follows:


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 101.  DEFINITIONS OF WORDS AND TERMS. In addition to the words and
terms defined elsewhere in this Indenture, the following words and terms as used
in this Indenture shall have the following  meanings,  unless some other meaning
is plainly intended:

      "ADDITIONAL  BONDS"  means any Bonds issued in addition to and on a parity
with the Series 2002 Bonds and issued pursuant to SECTION 208 of this Indenture.

      "ADDITIONAL  PAYMENTS" means all fees,  charges and expenses  described in
SECTION 611 hereof.

      "ANNUAL BUDGET" means the Annual Budget of the Project required by SECTION
814 hereof.

      "AFFILIATE"  means any person  (including  any  corporation,  partnership,
limited  liability company or other entity (including  without  limitation,  any
trust or estate or  natural  person)  which,  directly  or  through  one or more
intermediaries,  owns or controls,  or is controlled by or which is under common
control with, the Issuer.

      "AUTHORIZED ISSUER REPRESENTATIVE" means any member of the Issuer as is at
the time  designated  to act on behalf of the  Issuer as  evidenced  by  written
certificate  furnished to the Trustee  containing the specimen signature of such
person and signed on behalf of the Issuer by all its members.  Such  certificate
may  designate  an alternate  or  alternates,  each of whom shall be entitled to
perform all duties of the Authorized Issuer Representative.

      "BANKRUPTCY CODE" means Title 11 of the United States Code, as amended.

      "BOND" or "BONDS"  means the fully  registered  Series  2002 Bonds and any
Additional Bonds.

      "BOND  REGISTER"  means  the  books  maintained  by the  Trustee  for  the
registration and transfer of the Bonds.

      "BUSINESS  DAY" means a day which is not (a) a  Saturday  or Sunday or (b)
any day on which banks in the State of Missouri are authorized or required to be
closed.

      "CAPITALIZED  INTEREST  FUND" has the  meaning set forth in SECTION 601 of
this Indenture.

      "CEDE & CO." means Cede & Co., as nominee of The Depository Trust Company,
New York, New York.

      "CERCLA" means the Comprehensive Environmental Response,  Compensation and
Liability Act, 42 U.S.C. ss.9601, et seq.

      "CERTIFICATE  OF  COMPLETION"  means a written  certificate  signed by the
Authorized Issuer Representative and the Project Consultant stating that (a) the
Project has been completed in accordance with the Plans and Specifications,  (b)
the  Project  has  been  completed  in a good  and  workmanlike  manner,  (c) no
mechanic's or other  similar  liens have been filed,  nor is there any basis for
the filing of such liens,  with  respect to the  Project,  (d) all  Improvements
constituting  a part of the Project are located or installed  upon the Land, (e)
if  required  by  ordinances  duly  adopted  by the  City of  Sandy,  Utah or by
applicable building codes, that an appropriate certificate of occupancy has been
issued with respect to the Project and (1) the Project has been  accepted by the
Tenant pursuant to the terms of the Lease.

      "CHANGE OF  CIRCUMSTANCES"  means the  occurrence  of any of the following
events:

            (a) title to, or the  temporary  use of, all or any material part of
      the Project  shall be condemned by any authority  exercising  the power of
      eminent domain;

            (b)  title  to  substantially  all of the  Project  is  found  to be
      deficient or nonexistent to the extent that the Project is untenantable or
      the efficient  utilization  of the Project by the Issuer is  substantially
      impaired;

            (c) substantially all of the Project is damaged or destroyed by fire
      or other casualty; or

            (d) as a result of (i)  changes  in the  Constitution  of the State,
      (ii)  any  legislative  or  administrative  action  by  the  State  or any
      political subdivision thereof, or by the United States or (iii) any action
      instituted in any court, the Lease shall become void or unenforceable,  or
      impossible to perform without  unreasonable delay, or unreasonable burdens
      or  excessive  liabilities  are imposed  upon the Issuer by reason of such
      changes of circumstances.


                                      -2-
<PAGE>

      "COMPLETION  DATE"  means  the  date  of  completion  of the  acquisition,
purchase,  construction  and  installation  of  the  Project  pursuant  to  this
Indenture.

      "CONSTRUCTION  PERIOD" means the period from the beginning of construction
of the Project to the Completion Date.

      "COSTS OF ISSUANCE" means any and all expenses of whatever nature incurred
in connection with the issuance and sale of the Bonds, including but not limited
to  underwriting  fees and  expenses,  underwriting  discount,  bond  and  other
printing expenses, and legal fees and expenses of counsel.

      "DEBT  SERVICE  FUND" has the  meaning  set forth in  SECTION  601 of this
Indenture.

      "DEBT  SERVICE  REQUIREMENTS"  means,  for any  period  of time for  which
calculated,  the  aggregate  of the  payments  to be made  during such period in
respect of  principal  (whether at maturity or  otherwise)  and  interest on the
Outstanding  Bonds;  provided  that such payments are excluded from Debt Service
Requirements to the extent that cash or Defeasance Obligations are on deposit in
an  irrevocable  escrow or trust account in accordance  with SECTION 1302 hereof
and such amounts (including,  where appropriate, the earnings or other increment
to accrue  thereon) are required to be applied to pay  principal or interest and
are sufficient to pay such principal or interest.

      "DEFAULT  ADMINISTRATION  COSTS" means the  reasonable  fees,  charges and
expenses of the  Trustee  incurred in  anticipation  of an Event of Default,  or
after the  occurrence  of an Event of  Default,  including,  but not limited to,
counsel fees, litigation costs and expenses.

      "DEFAULT RATE" means the highest rate on any Bonds plus 5% per annum.

      "DEFEASANCE  OBLIGATIONS"  means  Government  Obligations  which  are  not
subject to redemption prior to maturity.

      "ENVIRONMENTAL  ASSESSMENT" means an environmental assessment with respect
to the  Project  conducted  by an  independent  consultant  satisfactory  to the
Trustee which reflects the results of such  inspections,  records reviews,  soil
tests, groundwater tests and other tests requested, which assessment and results
shall be satisfactory in scope, form and substance to the Trustee.

      "ENVIRONMENTAL   LAW"  means   CERCLA,   the  Superfund   Amendments   and
Reauthorization Act of 1986, and any other federal, state or local environmental
statute,  regulation  or  ordinance  presently  in effect or coming  into effect
during the term of the Lease.

      "EVENT OF BANKRUPTCY"  means an event whereby the Issuer shall:  (a) admit
in  writing  its  inability  to pay its  debts as they  become  due;  (b) file a
petition  in  bankruptcy  or  for  reorganization  or  for  the  adoption  of an
arrangement under the Bankruptcy Code as now or in the future amended, or file a
pleading  asking for such  relief,  (c) make an  assignment  for the  benefit of
creditors;  (d) consent to the appointment of a trustee or receiver for all or a
major  portion  of its  property;  (e) be finally  adjudicated  as  bankrupt  or
insolvent  under any  federal or state law;  (f) suffer the entry of a final and
nonappealable  court order under any federal or state law  appointing a receiver
or trustee for all or a major part of its property or ordering the winding-up or
liquidation  of its affairs,  or approving a petition filed against it under the
Bankruptcy Code, which order, if the Issuer has not consented thereto, shall not
be vacated,  denied,  set aside or stayed within 60 days after the day of entry;
or (g) suffer a writ or  warrant  of  attachment  or any  similar  process to be
issued by any court against all or any substantial portion of its property,  and
such writ or warrant of  attachment  or any  similar  process is not  contested,
stayed,  or is not  released  within 60 days after the final  entry,  or levy or
after any contest is finally adjudicated or any stay is vacated or set aside.

      "EVENT OF DEFAULT" under this Indenture means any of the following events:

      (a) default in the due and punctual payment of any interest on any Bond;

      (b)  default  in the due  and  punctual  payment  of the  principal  of or
premium, if any, on any Bond on the stated maturity or accelerated maturity date
thereof, or at the redemption date thereof,

      (c) default under the Mortgage; or

      (d)  default  in  the  performance  or  observance  of  any  other  of the
covenants,  agreements or conditions on the part of the Issuer contained in this
Indenture or in the Bonds,  and the continuance  thereof for a period of 30 days
after written  notice thereof shall have been given to the Issuer and the Tenant
by the  Trustee  or the Issuer and the Tenant by the Owners of not less than 25%
in aggregate principal amount of Bonds then Outstanding; provided, however, that
if any  default  shall be such that it cannot be  corrected  within  such 30-day
period,  it shall not  constitute  an Event of Default if  corrective  action is
instituted by the Issuer or the Tenant within such period and diligently pursued
until such default is corrected.

      "FULL  INSURABLE  VALUE"  means the full  actual  replacement  cost of the
Project less  physical  depreciation  as  determined  from time to time upon the
request of the Issuer or the Trustee (but not more frequently than once in every
24 months) by an architect, appraiser, appraisal company or one of the insurers,
selected and paid by the Issuer.

      "GOVERNMENT  OBLIGATIONS"  means direct obligations of, or obligations the
payment of the principal of and interest on which are unconditionally guaranteed
by, the United States of America.


                                      -3-
<PAGE>

      "HAZARDOUS  SUBSTANCES"  shall mean  "hazardous  substances" as defined in
CERCLA.

      "IMPOSITIONS" means all taxes and assessments,  general and special, which
may be lawfully taxed, charged,  levied,  assessed or imposed upon or against or
payable  for or in respect of the  Project or any part  thereof or the  Issuer's
interest therein, including any new lawful taxes and assessments not of the kind
enumerated  above to the  extent  that the same are  lawfully  made,  levied  or
assessed  in lieu of or in  addition  to taxes or  assessments  now  customarily
levied against real or personal  property,  and further  including all water and
sewer  charges,  assessments  and other  governmental  charges  and  impositions
whatsoever, foreseen or unforeseen.

      "IMPROVEMENTS"  means the buildings,  structures,  facilities,  additions,
improvements, machinery, equipment and other property described in paragraph (b)
of SCHEDULE I attached hereto and made a part hereof.

      "INDENTURE"  means this Trust  Indenture by and between the Issuer and the
Trustee,  as  from  time  to  time  amended  and  supplemented  by  Supplemental
Indentures in accordance with the provisions of ARTICLE XI of this Indenture.

      "INTEREST  PAYMENT  DATE" means (a) with respect to the Series 2002 Bonds,
January 1 and July 1 of each year, commencing July 1, 2003, and terminating when
the  principal  of,  premium if any,  and interest on the Series 2002 Bonds have
been  fully  paid,  and (b) with  respect  to any  Additional  Bonds,  the dates
specified as interest  payments  dates in the  Supplemental  Indenture  relating
thereto.

      "INVESTMENT  SECURITIES"  means any of the  following  securities,  to the
extent the same are at the time  permitted  for  investment of funds held by the
Trustee pursuant to this Indenture:

            (a) cash  (insured  at all times by the  Federal  Deposit  Insurance
      Corporation  or otherwise  collateralized  with  obligations  described in
      paragraph (b) below);

            (b) direct  obligations of (including  obligations issued or held in
      book entry form on the books of) the  Department  of the  Treasury  of the
      United States of America;

            (c)  obligations  of any of the following  federal  agencies,  which
      obligations  represent  the full faith and credit of the United  States of
      America:

            -     Export-Import Bank

            -     Farm Credit System Financial Assistance Corporation

            -     Rural Economic Community Development  Administration (formerly
                  the Farmers Home Administration)

            -     General Services Administration

            -     U.S. Maritime Administration

            -     Small Business Administration

            -     Government National Mortgage Association (GNMA)

            -     U.S. Department of Housing & Urban Development (PHA's)

            -     Federal Housing Administration

            -     Federal Financing Bank;

            (d) direct  obligations  of any of the following  federal  agencies,
      which obligations are not fully guaranteed by the full faith and credit of
      the United States of America:

            -     Senior  debt  obligations  rated "Aaa" by Moody's and "AAA" by
                  S&P issued by the Federal National Mortgage Association (FNMA)
                  or Federal Home Loan Mortgage Corporation (FHLMC)

            -     Obligations of the Resolution Funding Corporation (REFCORP)

            -     Senior debt obligations of the Federal Home Loan Bank System

            (e) U.S.  dollar  denominated  deposit  accounts,  federal funds and
      bankers' acceptances with domestic commercial banks (including the Trustee
      and its affiliates)  which have a rating on their short term  certificates
      of deposit on the date of  purchase of "A-1" or "A-1+" by S&P and "P-l" by
      Moody's  and  maturing  no more than 360 days  after the date of  purchase
      (provided  that  ratings on holding  companies  are not  considered  to be
      ratings on the subsidiary banks);

            (f)  commercial  paper which is rated at the time of purchase in the
      single highest  classification  by S&P  (presently  "A-1+") and by Moody's
      (presently  "P-l") and which matures not more than 270 days after the date
      of purchase;

            (g)  investments  in a money market fund rated "AAAm" or "AAAm-G" or
      better by S&P;

            (h) "pre-refunded  municipal  obligations,"  which is defined as any
      bonds or other obligations of any state of the United States of America or
      of any  agency,  instrumentality  or local  governmental  unit of any such
      state  which  are not  callable  at the  option  of the  obligor  prior to
      maturity or as to which  irrevocable  instructions  have been given by the
      obligor to call on the date specified in the notice; and

                  (i) which are rated based on an irrevocable  escrow account or
            fund (the  "escrow"),  in the  highest  rating  category  of S&P and
            Moody's or any successors thereto; or


                                      -4-
<PAGE>

                  (ii) (A) which are fully secured as to principal,  premium, if
            any,  and  interest  by  an  escrow   consisting  only  of  cash  or
            obligations  described in paragraphs (a) and (b) above, which escrow
            may be applied only to the payment of such principal of and interest
            and redemption  premium,  if any, on such bonds or other obligations
            on the maturity date or dates  thereof or the  specified  redemption
            date  or  dates  pursuant  to  such  irrevocable  instructions,   as
            appropriate,  and (B) which escrow is  sufficient,  as verified by a
            nationally recognized  independent  certified public accountant,  to
            pay  principal of and interest and premium,  if any, on the bonds or
            other  obligations  described in this paragraph on the maturity date
            or dates  specified  in the  irrevocable  instructions  referred  to
            above, as appropriate;

            (i)  general  obligations  of any  state  with a rating  of at least
      "A2/A" or higher by both Moody's and S&P; or

            (j) investment agreements constituting an obligation of a bank, bank
      holding company,  savings and loan association,  trust company,  insurance
      company  or  other  financial   institution  whose  outstanding  unsecured
      short-term  debt is  rated at the time of such  agreement  in the  highest
      rating  category  by  a  nationally  recognized  rating  agency  or  whose
      outstanding  unsecured  long-term  debt  is  rated  at the  time  of  such
      agreement in either of the two highest  rating  categories by a nationally
      recognized rating agency.

      "ISSUER"  means Utah Tech Center,  LLC, a limited  liability  company duly
organized  and  existing  under  the  laws of the  State  of  Missouri,  and its
successors and assigns.

      "LAND"  means the real  property on which the Project is located,  as more
specifically described in paragraph (a) of SCHEDULE I attached hereto and made a
part hereof.

      "LEASE"  means  the US  Government  Lease  for Real  Property,  Lease  No.
GS-08P-13736,  executed  on July 22,  2002,  as  supplemented,  and any  further
supplements and amendments thereto, whereby the Issuer leases the Project to the
Tenant.

      "MAXIMUM  ANNUAL DEBT  SERVICE"  means the maximum  amount of Debt Service
Requirements for all series of the Bonds in any calendar year.

      "MOODY'S" means Moody's  Investors  Service,  a corporation  organized and
existing  under  the  laws of the  State of  Delaware,  and its  successors  and
assigns,  and, if such corporation  shall be dissolved or liquidated or shall no
longer perform the functions of a securities  rating agency,  "Moody's" shall be
deemed to refer to any other  nationally  recognized  securities  rating  agency
designated by the Issuer by notice to the Trustee.

      "MORTGAGE" means the Deed of Trust (With Assignment of Rents) and Security
Agreement of even date herewith,  from the Issuer to the mortgage  trustee named
therein  for the  benefit  of the  Trustee  as from  time  to  time  amended  by
Supplemental  Mortgages in accordance  with the provisions of ARTICLE XI of this
Indenture.

      "MORTGAGED  PROPERTY" means the Land and Improvements and which is subject
to the lien and security interest of the Mortgage,  but excluding  therefrom any
Land or  Improvements  released  from the lien of the  Mortgage  pursuant to the
provisions thereof.

      "NET  PROCEEDS"  means,  when  used  with  respect  to  any  insurance  or
condemnation award with respect to the Project,  the proceeds from the insurance
or condemnation  award  remaining  after the payment of all expenses  (including
attorneys' fees and any  extraordinary  expenses of the Trustee) incurred in the
collection of such proceeds.

      "NOTICE ADDRESS" means:

            (a)   with respect to the Issuer:

                  Utah Tech Center, LLC
                  3100 Broadway, Suite 1102
                  Kansas City, Missouri 63111
                  Attention: Member

With a copy to:   Shughart, Thompson & Kilroy
                  120 West 12th Street, Suite 1800
                  Kansas City, Missouri 64105
                  Attention: Daniel T. Murphy

            (b)   with respect to the Trustee:

                  Security Bank of Kansas City
                  P.O. Box 171297
                  Kansas City, Kansas 66117
                  Attention: Corporate Trust Department


                                      -5-
<PAGE>

            (c)   with respect to the Tenant:

                  General Services Administration
                  P.O. Box 17181
                  Ft. Worth, Texas 76102-0181
                  Attention: Finance Division (7BCPL)

            (e)   with respect to the Securities Depository at:

                  The Depository Trust Company
                  55 Water Street
                  50th Floor
                  New York, New York 10041-0099

      "OUTSTANDING"   means,  as  of  a  particular   date,  all  Bonds  issued,
authenticated and delivered under this Indenture, except:

            (a) Bonds  cancelled  by the Trustee or delivered to the Trustee for
      cancellation pursuant to this Indenture;

            (b) Bonds for which  moneys or  investments  have been  deposited in
      trust with the Trustee for payment or redemption  in  accordance  with the
      provisions of the Indenture; and

            (c) Bonds in exchange  for or in lieu of which other Bonds have been
      authenticated and delivered pursuant to this Indenture.

      "OWNER" means the registered owner of any fully registered Bond.

      "PARTICIPANTS" means those financial institutions from whom the Securities
Depository effects book-entry  transfers and pledges of Bonds deposited with the
Securities Depository, as such listing exists at the time of such reference.

      "PAYING  AGENT" means the Trustee and any other  commercial  bank or trust
institution  organized  under  the laws of any  state of the  United  States  of
America  or  any  national  banking  association  designated  pursuant  to  this
Indenture or any Supplemental  Indenture as paying agent for any series of Bonds
for the principal of, premium, if any, and interest on such Bonds.

      "PAYMENT DATE" means any date on which the principal of or interest on any
Bonds is payable.

      "PERMITTED  ENCUMBRANCES"  means,  with  respect  to  Project  as  of  any
particular time, the following encumbrances:

            (a) this Indenture,  the Mortgage and any other encumbrance in favor
      of the Trustee equally and ratably  securing all Bonds and only Bonds on a
      parity basis;

            (b) liens for taxes, assessments, levies, fees, utility charges, and
      other  governmental  and similar charges,  and any  construction  liens or
      vendors  liens for work or services  performed or  materials  furnished in
      connection  with the Project,  that are not  delinquent,  or the amount or
      validity  of which  are  being  contested  in good  faith  by  appropriate
      proceedings,  provided  the  Issuer  shall  have set  aside  on its  books
      adequate  reserves  therefor,  and  execution  thereon is stayed or,  with
      respect to construction liens, have been due for less than 60 days;

            (c) all right,  title and interest of the State,  municipalities and
      the public in and to tunnels,  bridges and passageways over, under or upon
      a public way;

            (d) zoning laws,  ordinances or regulations and similar restrictions
      which are not violated by the Issuer or the Project;

            (e) rights reserved to or vested in any municipality or governmental
      or other public  authority  by virtue of any  franchise,  grant,  license,
      permit or  provision  of law,  affecting  the  Project,  to (1) control or
      regulate  the Project or the  Issuer's  use of such Project in any manner,
      (2) to  purchase,  or  designate a  purchaser  of or order the sale of the
      Project,  (3) terminate such franchise,  grant,  license or permit, or (4)
      purchase, condemn,  appropriate or recapture, or designate a purchaser of,
      the Project,  which rights do not materially impair the use of the Project
      for the purposes for which it is held by the Issuer;

            (f) liens of or resulting  from any judgment or award,  the time for
      the appeal or petition for rehearing of which shall not have  expired,  or
      in  respect  of  which  the  Issuer  shall  at any  time in good  faith be
      prosecuting an appeal or proceeding for a review and in respect of which a
      stay of execution pending such appeal or proceeding for review shall be in
      existence;

            (g) any lien  resulting  from any  judgment  or  notice  of  pending
      action,  so long as such judgment or pending action is being contested and
      execution  thereon is stayed or while the period for responsive  pleadings
      has not lapsed;


                                      -6-
<PAGE>

            (h) utility, access and other easements, rights-of-ways, servitudes,
      restrictions,  encumbrances  and minor defects and  irregularities  in the
      title to the Project as normally exist with respect to properties  similar
      in  character  to the Project  that do not  materially  interfere  with or
      impair the use of the Project or materially and adversely affect the value
      thereof,

            (i) any liens  arising by reason of deposits  with, or the giving of
      any form of security  to, any  governmental  agency or any body created or
      approved by law or governmental  regulation for any purpose at any time as
      required  by  law  or  governmental  regulation  as  a  condition  to  the
      transaction  of any business or the exercise of any  privilege or license,
      or to enable the Issuer to maintain  self-insurance  or to  participate in
      any funds  established to cover any insurance  risks or in connection with
      worker's compensation,  unemployment insurance,  pension or profit sharing
      plans or other  similar  arrangements,  or to share in the  privileges  or
      benefits required for entities participating in such arrangements;

            (j) liens  arising by reason of good faith  deposits  with or by the
      Issuer in connection with leases of real estate,  bids or contracts (other
      than contracts for the payment of money), deposits by the Issuer to secure
      public or statutory obligations, or to secure, or in lieu of, surety, stay
      or appeal  bonds,  and  deposits as  security  for the payment of taxes or
      assessments or other similar charges;

            (k) rights of set-off and  banker's  liens with  respect to funds on
      deposit in a financial institution in the ordinary course of business;

            (l) any encumbrance existing on the Project prior to the time of its
      acquisition through purchase,  lease, merger,  consolidation or otherwise;
      provided,  however,  that no such encumbrance may be increased,  extended,
      renewed or modified  unless such  encumbrance  as so increased,  extended,
      renewed or modified otherwise qualifies as a Permitted Encumbrance; and

            (m)  leases  of  and  purchase  money   security   interests  in  or
      installment  purchase interests placed upon the Project in order to obtain
      the use of the  Project  or to  secure a  portion  of the  purchase  price
      thereof,  or lessee's  interest in leases  required to be  capitalized  in
      accordance with generally accepted accounting principles.

      "PLANS AND  SPECIFICATIONS"  means the plans and  specifications  prepared
with  respect to the  Project,  as amended by the Issuer with the consent of the
Tenant  from time to time  prior to the  Completion  Date,  the same  being duly
certified   by  the   Authorized   Issuer   Representative,   which   plans  and
specifications  have been approved by the Project  Consultant and are on file at
the  principal  office  of the  Issuer in Kansas  City,  Missouri,  and shall be
available  for  reasonable  inspection  by the  Trustee  and its duly  appointed
representatives.

      "PRINCIPAL  PAYMENT DATE" means (a) with respect to the Series 2002 Bonds,
January  1,  2024,  and (b) with  respect  to any  Additional  Bonds,  the dates
specified as the principal payment dates in the Supplemental  Indenture relating
thereto.

      "PROJECT" means the Land and the Improvements,  including an approximately
75,000 square foot office building located at 8540 Sandy Parkway in Sandy, Utah.

      "PROJECT  ADDITIONS"  means  any  Improvements  acquired,  constructed  or
installed from proceeds of any series of Additional  Bonds authorized and issued
pursuant to this Indenture, and any alterations or additions made to the Project
to the extent provided in SECTION 817.

      "PROJECT CONSULTANT" means the consultant appointed for the Project by the
Issuer and approved by the  Trustee,  which shall be an  architect,  engineer or
firm of architects or engineers who is not a full-time employee of the Tenant or
the Issuer.

      "PROJECT CONTRACTS" has the meaning set forth in SECTION 816.

      "PROJECT COSTS" means those costs incurred in connection with the Project,
including:

            (a) all costs and expenses  necessary or incident to the acquisition
      of any Improvements  that are acquired,  constructed or in progress at the
      date of the original issuance and delivery of the Series 2002 Bonds;

            (b) fees and  expenses  of  architects,  appraisers,  surveyors  and
      engineers for  estimates,  surveys,  soil borings and soil tests and other
      preliminary  investigations  and items  necessary to the  commencement  of
      construction,  preparation  of  plans,  drawings  and  specifications  and
      supervision of  construction,  as well as for the performance of all other
      duties of architects,  appraisers,  surveyors and engineers in relation to
      the construction,  furnishing and equipping of the Project or the issuance
      of the Bonds;

            (c) all costs and expenses of acquiring,  constructing or installing
      any  Improvements  that are acquired,  constructed or installed  after the
      date of the original issuance and delivery of the Series 2002 Bonds;

            (d) the cost of the  title  insurance  policies  and the cost of any
      insurance  and  performance  and  payment  bonds  maintained   during  the
      Construction Period with respect to the Project in accordance with SECTION
      805;

            (e) interest  accruing on the Bonds prior to the Completion Date, if
      and to the extent  proceeds  of the Bonds set aside and  deposited  to the
      credit of the Capitalized  Interest Fund or any accounts contained therein
      pursuant to SECTION 603 are insufficient for payment of such interest;


                                      -7-
<PAGE>

            (f) Costs of Issuance; and

            (g) all other items of expense as may be  necessary  or incident to:
      (i)  the  authorization,   issuance  and  sale  of  the  Bonds;  (ii)  the
      acquisition,  construction,  equipping and furnishing of the Project;  and
      (iii) the financing thereof.

      "PROJECT FUND" has the meaning set forth in SECTION 501 of this Indenture.

      "PROJECT  OPERATION  AND  MAINTENANCE  FUND" has the  meaning set forth in
SECTION 601 of this Indenture.

      "PROJECT OPERATION AND MAINTENANCE FUND REQUIREMENT" means $100,000.

      "PROJECT  REPLACEMENT  FUND" has the  meaning  set forth in SECTION 601 of
this Indenture.

      "RECORD DATE" means the 15th day of the month  immediately  preceding each
Payment  Date,  or if  such  date  is  not a  Business  Day,  the  Business  Day
immediately preceding such Payment Date.

      "REPLACEMENT  BONDS"  means Bonds issued to the  beneficial  owners of the
Bonds in accordance with SECTION 212(B) of this Indenture.

      "REVENUE FUND" has the meaning set forth in SECTION 601 of this Indenture.

      "S&P"  means  Standard  &  Poor's  Ratings  Services,  a  Division  of The
McGraw-Hill  Companies,  a corporation  organized and existing under the laws of
the State of New York, and its successors and assigns,  and, if such corporation
shall be dissolved or liquidated  or shall no longer  perform the functions of a
securities  rating agency,  S&P shall be deemed to refer to any other nationally
recognized  securities  rating agency  designated by the Issuer by notice to the
Trustee.

      "SECURITIES  DEPOSITORY" means The Depository Trust Company, New York, New
York, and its successors and assigns.

      "SERIES 2002 BONDS" means the Utah Tech Center,  LLC Taxable Revenue Bonds
(OSHA  Technical  Center  Project),  Series  2002,  dated  the date of  original
issuance and delivery thereof, in the aggregate principal amount of $14,870,000.

      "SERIES  2002  CAPITALIZED   INTEREST   ACCOUNT"  means  the  Series  2002
Capitalized  Interest  Account  created  within the  Capitalized  Interest  Fund
pursuant to SECTION 601 of this Indenture.

      "SERIES  2002 DEBT  SERVICE  ACCOUNT"  means the Series 2002 Debt  Service
Account  created  within the Debt Service  Fund  pursuant to SECTION 601 of this
Indenture.

      "SERIES  2002  PROJECT  ACCOUNT"  means the Series  2002  Project  Account
created within the Project Fund pursuant to SECTION 501 of this Indenture.

      "SERIES 2002 PLACEMENT AGENT" means U.S. Bancorp Piper Jaffray, Inc.

      "STATE" means the State of Utah.

      "SUPPLEMENTAL INDENTURE" means any indenture supplemental or amendatory to
this Indenture entered into by the Issuer and the Trustee pursuant to ARTICLE XI
of this Indenture.

      "SUPPLEMENTAL  MORTGAGE" means any mortgage  supplemental or amendatory to
the Mortgage entered into by the Issuer for the benefit of the Trustee.

      "TAX AND INSURANCE  FUND" has the meaning set forth in SECTION 601 of this
Indenture.

      "TENANT"  means the United  States of America  acting by and  through  the
General  Services  Administration  for the benefit of the  Department  of Labor,
Occupational Safety and Health Administration, and its successors and assigns.

      "TRUST  ESTATE" has the meaning set forth in the Granting  Clauses of this
Indenture.

      "TRUSTEE"  means Security Bank of Kansas City, in the City of Kansas City,
Kansas,  in its  capacity as bond  registrar  and trustee and its  successor  or
successors and any other  corporation  or  association  which at the time may be
substituted  in its place  pursuant to and at the time serving as Trustee  under
this Indenture.

      "VALUE" means:


                                      -8-
<PAGE>

            (a) as to  investments  for  which  the bid  and  asked  prices  are
      published on a regular basis in The Wall Street Journal (or, if not in The
      Wall Street Journal,  then in The New York Times), the average of the most
      recently  published bid and asked prices for such  investments at the time
      of determination;

            (b) as to  investments  the bid and  asked  prices  of which are not
      published  on a regular  basis in The Wall Street  Journal or The New York
      Times,  the  average  bid  price  at the  time of  determination  for such
      investments by any two nationally recognized government securities dealers
      (selected  by the Trustee in its absolute  discretion)  making a market in
      such  investments  at the time or the bid price  published by a nationally
      recognized pricing service;

            (c) as to certificates of deposit and bankers acceptances,  the face
      amount thereof, plus accrued interest; and

            (d) as to any  investment  not  specified  above,  the value thereof
      established by prior agreement between the Issuer and the Trustee.

      SECTION 102. RULES OF INTERPRETATION.

      (a) Words of the masculine gender shall be deemed and construed to include
correlative  words of the feminine and neuter genders.  Unless the context shall
indicate  otherwise,  the words  importing the singular number shall include the
plural  and vice  versa,  and  words  importing  persons  shall  include  firms,
associations  and  corporations,  including  public  bodies,  as well as natural
persons.

      (b) Wherever in this  Indenture it is provided  that either party shall or
will  make  any  payment  or  perform  or  refrain  from  performing  any act or
obligation,  each  such  provision  shall,  even  though  not so  expressed,  be
construed as an express  covenant to make such payment or to perform,  or not to
perform, as the case may be, such act or obligation.

      (c) All references in this instrument to designated "Articles," "Sections"
and other  subdivisions  are,  unless  otherwise  specified,  to the  designated
Articles,  Sections and subdivisions of this instrument as originally  executed.
The words  "herein,"  "hereof,"  "hereunder"  and other words of similar  import
refer to this Indenture as a whole and not to any particular Article, Section or
subdivision.

      (d) The Table of Contents  and the  Article  and Section  headings of this
Indenture  shall not be treated as a part of this  Indenture or as affecting the
true meaning of the provisions hereof.

                                   ARTICLE II

                                    THE BONDS

      SECTION 201. TITLE AND AMOUNT OF BONDS.  No Bonds may be issued under this
Indenture  except in accordance  with the provisions of this Article.  The Bonds
authorized  to be issued  under  this  Indenture  shall be issued in one or more
separate  series,  the first series of which shall be  designated  as "Utah Tech
Center, LLC Taxable Revenue Bonds (OSHA Technical Center Project), Series 2002,"
and any subsequent series of which may contain such other appropriate particular
designation  added to or incorporated in such title as the Issuer may determine.
The total  principal  amount of Bonds  that may be  issued  hereunder  is hereby
expressly  limited to the $14,870,000  principal amount of Series 2002 Bonds and
the permitted  principal  amount of any Additional Bonds issued hereunder as set
forth in the Supplemental Indenture related thereto.

      SECTION 202. DENOMINATION, NUMBERING AND DATING OF BONDS.

      (a) The Bonds shall be issuable in the form of fully  registered  Bonds in
the  minimum  denomination  of $100,000  or any  integral  multiple of $5,000 in
excess  thereof not exceeding the principal  amount of the Bonds maturing on any
Principal  Payment Date. The Bonds shall be  substantially in the form set forth
in  APPENDIX A to this  Indenture.  The Bonds of each  series of Bonds  shall be
numbered in such manner as the Trustee shall determine.

      (b) The Bonds of each  series of Bonds  shall be dated as provided in this
Indenture or the Supplemental  Indenture authorizing the issuance of such series
of  Bonds.   The  Bonds  shall  bear  interest  from  their  effective  date  of
registration. The effective date of registration shall be set forth on each such
Bond, such effective date of registration to be as of the Interest  Payment Date
next preceding the date of  authentication  thereof by the Trustee,  unless such
date of  authentication  shall be an Interest  Payment  Date,  in which case the
effective date of registration  shall be as of such date of  authentication,  or
unless the date of  authentication  shall be prior to the first Interest Payment
Date for such series of Bonds,  in which case the effective date of registration
shall be either the dated date of such  series of Bonds or the date such  series
of Bonds is  issued  and  delivered,  as  provided  in  SECTION  207(D)  of this
Indenture  or the  Supplemental  Indenture  authorizing  such  series  of Bonds;
provided,  however,  that if payment of the  interest on any Bonds of any series
shall be in default at the time of  authentication of any fully registered Bonds
issued in lieu of Bonds surrendered for transfer or exchange, the effective date
of registration  shall be as of the date to which interest has been paid in full
on the Bonds surrendered.

      SECTION  203.  METHOD  AND  PLACE OF  PAYMENT  OF  BONDS.  Payment  of the
principal and premium,  if any, on the Bonds shall be made (a) by check or draft
upon the  presentation  and  surrender  of such  Bonds as the same  respectively
become due and payable at the principal  office of any Paying Agent named in the
Bonds or (b) upon written request to the Trustee of any Owner owning Bonds in an
aggregate  principal  amount of at least $500,000,  by electronic  transfer to a
bank for credit to the account  number  filed with the Trustee no later than the
Business Day  immediately  preceding the  applicable  Record Date (which request
shall be  signed  by the Owner  and  shall  include  the name of the  bank,  its
address,  its ABA routing  number and the name,  phone  number and contact  name
related  to the  Owner's  account  at such  bank to which the  payment  is to be
credited).  Payment of the interest on each Bond shall be made by the Trustee on
each Interest  Payment Date to the person  appearing as the Owner thereof on the
Bond  Register  by check or draft  mailed  to such  Owner at his  address  as it
appears on such Bond Register as of the applicable Record Date.


                                      -9-
<PAGE>

      SECTION 204. EXECUTION AND AUTHENTICATION OF BONDS.

      (a) The Bonds  shall be  executed on behalf of the Issuer by the manual or
facsimile signature of all of its members. In case any member whose signature or
facsimile  thereof  appears on any Bonds shall  cease to be a member  before the
delivery of such Bonds, such signature or facsimile  thereof shall  nevertheless
be  valid  and  sufficient  for all  purposes,  the same as if such  person  had
remained as a member until  delivery.  Any Bond may be signed by such persons as
shall be the  members to sign such Bond at the actual time of the  execution  of
such Bond  although  on the date of such Bond such  persons  may not have been a
member.

      (b) The Bonds shall have endorsed thereon a Certificate of  Authentication
substantially  in the form set  forth  in  ARTICLE  IV  hereof,  which  shall be
manually  executed by the Trustee.  No Bond shall be entitled to any security or
benefit  under this  Indenture or shall be valid or  obligatory  for any purpose
unless  and  until  such  Certificate  of  Authentication  shall  have been duly
executed by the Trustee.  Such executed  Certificate of Authentication  upon any
Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Indenture.  The Certificate of  Authentication  on any Bond
shall be deemed to have been duly executed if signed by any authorized signatory
of the Trustee,  but it shall not be necessary  that the same signatory sign the
Certificate of  Authentication  on all of the Bonds that may be issued hereunder
at any one time.

      SECTION 205. REGISTRATION, TRANSFER AND EXCHANGE OF BONDS.

      (a) The  Trustee  shall keep books for the  registration  and  transfer of
Bonds as provided in this Indenture.

      (b)  Any  Bond  may be  transferred  or  exchanged  only  upon  the  books
maintained by Trustee for the  registration and transfer of Bonds upon surrender
thereof  to  the  Trustee  duly  endorsed  for  transfer  or  accompanied  by an
assignment duly executed by the Owner or his attorney or legal representative in
such form as shall be  satisfactory  to the Trustee.  Upon any such  transfer or
exchange,  the Issuer  shall  execute and the  Trustee  shall  authenticate  and
deliver  in  exchange  for  such  Bond a new  fully  registered  Bond or  Bonds,
registered in the name of the transferee,  of any  denomination or denominations
authorized  by this  Indenture  in an  aggregate  principal  amount equal to the
principal  amount of such Bond,  of the same  series and  maturity  and  bearing
interest at the same rate.

      (c) The Bonds and any interest in the Bonds shall be transferable  only to
a "qualified  institutional  buyer" as defined in Rule 144A  promulgated  by the
SEC.

      (d) In all  cases  in  which  Bonds  shall  be  exchanged  or  transferred
hereunder,  the Issuer  shall  execute and the Trustee  shall  authenticate  and
deliver  at the  earliest  practicable  time new  Bonds in  accordance  with the
provisions  of this  Indenture.  All Bonds  surrendered  in any such exchange or
transfer  shall  forthwith be  cancelled by the Trustee.  The Trustee may make a
charge for every such  exchange or transfer of Bonds  sufficient to reimburse it
for any tax, fee or other  governmental  charge required to be paid with respect
to such exchange or transfer,  and such charge shall be paid by the Owner before
a new Bond shall be  delivered.  The fees and  charges of the Trustee for making
any  transfer  or  exchange  hereunder  and the  expense  of any  bond  printing
necessary to effect such  transfer or exchange  shall be paid by the Issuer.  In
the event any Owner fails to provide a correct taxpayer identification number to
the Trustee,  the Trustee may make a charge against such Owner sufficient to pay
any  governmental  charge  required  to paid as a  result  of such  failure.  In
compliance  with  Section  3406 of the Code,  such amount may be deducted by the
Trustee  from  amounts  otherwise  payable to such Owner  hereunder or under the
Bonds. Neither the Issuer nor the Trustee shall be required to make any exchange
or  transfer of Bonds (i) on or after a Record  Date and  preceding  the Payment
Date  immediately  subsequent  to such  Record  Date or (ii) in the  case of any
proposed  redemption  of Bonds,  during the 15 days  immediately  preceding  the
selection  of Bonds  for such  redemption  or after  such  Bonds or any  portion
thereof has been selected for redemption.

      SECTION 206.  PERSONS DEEMED OWNERS OF BONDS. The person in whose name any
Bond shall be  registered  as shown on the  registration  books  required  to be
maintained  by the Trustee by this  Section  shall be deemed and regarded as the
absolute  owner  thereof  for all  purposes.  Payment  of, or on  account of the
principal of and premium,  if any, and,  interest on any such Bond shall be made
only to or upon the order of the Owner thereof or his legal representative.  All
such  payments  shall be valid  and  effectual  to  satisfy  and  discharge  the
liability upon such Bond,  including the interest thereon,  to the extent of the
sum or sums so paid.

      SECTION 207. AUTHORIZATION OF SERIES 2002 BONDS.

      (a) There shall be initially issued and secured pursuant to this Indenture
a series  of Bonds in the  aggregate  principal  amount of  $14,870,000  for the
purpose of  providing  funds to pay Costs of Issuance and Project  Costs,  which
Bonds shall be designated as provided in SECTION 201 hereof.

      The Series 2002 Bonds shall be dated  December 15, 2002,  shall become due
(subject to prior  redemption as hereinafter  provided in ARTICLE III) and shall
bear interest from the dated date or the Interest Payment Date to which interest
has been paid at the rates as follows:

                                   TERM BONDS

             $14,870,000 6.280% TERM BONDS MATURING JANUARY 1, 2024


                                      -10-
<PAGE>

      (b)  Interest  on the  Series  2002  Bonds  shall be payable to the Owners
thereof in accordance with the provisions of SECTION 203 hereof.

      (c) The Trustee is hereby  designated as the Issuer's Paying Agent for the
payment of the  principal of,  premium,  if any, and interest on the Series 2002
Bonds.

      (d) Upon the original  issuance and delivery of the Series 2002 Bonds, the
effective  date of  registration  of the Series 2002 Bonds shall be December 15,
2002.

      (e) The Series 2002 Bonds shall be  substantially in the form set forth in
APPENDIX A hereto and delivered to the Trustee for authentication,  but prior to
or simultaneously  with the authentication and delivery of the Series 2002 Bonds
by the Trustee, there shall be filed with the Trustee the following:

            (i) an  original or  certified  copy of the  resolutions  adopted by
      Issuer's  members  authorizing the issuance of the Bonds and the execution
      of this Indenture and the Lease;

            (ii) an original executed counterpart of this Indenture;

            (iii) an original executed counterpart of the Lease;

            (iv) an original executed counterpart of the Mortgage;

            (v) an opinion or  opinions  of Bond  Counsel to the effect that the
      Series 2002 Bonds constitute valid and legally binding  obligations of the
      Issuer;

            (vi) a request  and  authorization  to the  Trustee on behalf of the
      Issuer to  authenticate  the Bonds and to deliver  the Bonds to the Series
      2002 Placement  Agent upon payment to the Trustee,  for the account of the
      Issuer,  of the purchase  price thereof (and the Trustee shall be entitled
      to conclusively  rely upon such request and authorization as to the amount
      of such purchase price); and

            (vii) such other certificates, statements, receipts and documents as
      the Trustee or Bond Counsel shall  reasonably  require for the delivery of
      the Series 2002 Bonds.

      (f) When the documents  specified in subsection  (e) of this Section shall
have been filed with the Trustee, and when the Series 2002 Bonds shall have been
executed and  authenticated  as required by this  Indenture,  the Trustee  shall
deliver the Series 2002 Bonds to or upon the order of the Series 2002  Placement
Agent,  but only upon payment to the Trustee of the purchase price of the Series
2002 Bonds. The proceeds of the sale of the Series 2002 Bonds, including accrued
interest and premium  thereon,  if any,  shall be  immediately  paid over to the
Trustee,  and the Trustee  shall  deposit and apply such proceeds as provided in
ARTICLE V hereof.

      SECTION 208. AUTHORIZATION OF ADDITIONAL BONDS.

      (a) Additional  Bonds may be issued under and equally and ratably  secured
by this  Indenture  on a  parity  with  the  Series  2002  Bonds  and any  other
Additional Bonds  Outstanding at any time and from time to time, upon compliance
with  the  conditions  hereinafter  provided  in  this  Section,  for any of the
following purposes:

            (i) to provide funds to pay the costs of completing the construction
      of the Project,  the total of such costs to be evidenced by a  certificate
      signed by the Authorized Issuer Representative and the Project Consultant;

            (ii) to  provide  funds  to pay  all or any  part  of the  costs  of
      purchase,  construction or installation of Project Additions as the Issuer
      may deem necessary or desirable; or

            (iii) to provide funds for refunding all or any part of the Bonds of
      any series then Outstanding,  including the payment of any premium thereon
      and interest to accrue to the designated  redemption date and any expenses
      in connection with such refunding.

      (b) Before any  Additional  Bonds shall be issued under the  provisions of
this Section,  (i) Moody's shall  reaffirm the then current rating of the Series
2002  Bonds and shall  issue an  equivalent  rating  for the  Additional  Bonds;
provided,  however,  such  rating  shall not be  required  if the purpose of the
issuance of the  Additional  Bonds is to provide  funds for refunding all of the
Bonds of any series then  Outstanding,  and (ii) the members of the Issuer shall
adopt a resolution (A) authorizing the issuance of such Additional Bonds, fixing
the amount and terms  thereof and  describing  the purpose or purposes for which
such  Additional  Bonds are being issued or describing the Bonds to be refunded,
(B)  authorizing  the  Issuer to enter  into a  Supplemental  Indenture  for the
purpose of providing for the issuance of and securing such Additional Bonds and,
(C) if required,  authorizing the Issuer to enter into a supplemental lease with
the Tenant to provide for additional rental payments for completing the Project,
for the purchase,  construction and installation of the Project  Additions,  and
for such  other  matters  as are  appropriate  because  of the  issuance  of the
Additional Bonds proposed to be issued so long as such matters,  in the judgment
of the Issuer, are not to the prejudice of the Issuer or the Owners. If required
by the Series 2002 Placement Agent and the Owners of not less than a majority in
aggregate principal amount of Bonds then Outstanding, the Supplemental Indenture
providing for the issuance of and securing such  Additional  Bonds shall require
the  establishment  of a reserve fund to be fully funded at the time of issuance
of the Additional Bonds in an amount required by the Series 2002 Placement Agent
and the  Owners of not less than a majority  in  aggregate  principal  amount of
Bonds then Outstanding.

                                      -11-
<PAGE>

      (c) Such  Additional  Bonds shall have the same  designation as the Series
2002 Bonds,  except for an identifying series letter or date and the addition of
the word "Refunding" when applicable,  shall be dated, shall be stated to mature
on  Payment  Dates in a  specified  year or  years,  shall  bear  interest  at a
specified  rate or rates not exceeding  the maximum rate then  permitted by law,
and shall be redeemable at specified times and prices (subject to the provisions
of ARTICLE III of this  Indenture),  all as may be provided by the  Supplemental
Indenture  authorizing the issuance of such Additional  Bonds.  Except as to any
difference  in the  date,  the  maturity  or  maturities,  the  rate or rates of
interest or the provisions for redemption,  such Additional  Bonds shall be on a
parity  with and shall be  entitled  to the same  benefit  and  security of this
Indenture as the Series 2002 Bonds and any other Additional Bonds Outstanding at
the time of the issuance of such Additional Bonds.

      (d) Such Additional  Bonds shall be substantially in the form and executed
in the  manner  set forth in this  Article  and  ARTICLE  IV hereof and shall be
deposited with the Trustee for  authentication,  but prior to or  simultaneously
with the  authentication  and delivery of such Additional  Bonds by the Trustee,
there shall be filed with the Trustee the following:

            (i) an original or certified copy of the resolutions  adopted by the
      members of the Issuer  authorizing the issuance of such  Additional  Bonds
      and the  execution  of such  Supplemental  Indenture  and the  appropriate
      amendments or supplements to the Lease;

            (ii) an original executed counterpart of the Supplemental  Indenture
      providing for the issuance of the Additional Bonds;

            (iii)  an  original   executed   counterpart  of  the  amendment  or
      supplement to the Lease, if required;

            (iv) an original executed  counterpart of the Supplemental  Mortgage
      accompanied  by a title  insurance  endorsement  confirming the first lien
      priority of the Mortgage as supplemented by the Supplemental Mortgage;

            (v) an opinion of Bond  Counsel to the effect  that the  issuance of
      such  Additional  Bonds are  permitted  under the  Indenture  and that the
      Additional Bonds  constitute valid and legally binding  obligations of the
      Issuer;

            (vi) a request  and  authorization  to the  Trustee on behalf of the
      Issuer to authenticate the Additional Bonds and to deliver such Additional
      Bonds to the purchasers  therein  identified  upon payment to the Trustee,
      for account of the Issuer,  of the purchase price thereof (and the Trustee
      shall be entitled to conclusively rely upon such request and authorization
      as to the names of the purchasers and the amount of such purchase price);

            (vii)  in the  case of  Additional  Bonds  being  issued  to  refund
      Outstanding  Bonds,  such  additional  documents  as shall  be  reasonably
      required by the Trustee to establish that provision has been duly made for
      the  payment of all of the Bonds to be  refunded  in  accordance  with the
      provisions of ARTICLE XIII of this Indenture;

            (viii)  deposit  of  the  amount  of  funds,  if  any,  required  by
      subsection  (b) of this  Section  in a  reserve  fund for such  Additional
      Bonds;

            (ix) such other certificates,  statements, receipts and documents as
      the Trustee or Bond Counsel shall  reasonably  require for the delivery of
      such Additional Bonds; and

            (x) delivery of a rating letter from Moody's  confirming  the rating
      on the Series 2002 Bonds.

      (e) When the documents listed in subsection (d) of this Section shall have
been filed with the Trustee with respect to an issuance of Additional Bonds, and
when such  Additional  Bonds  shall  have been  executed  and  authenticated  as
required by this Indenture,  the Trustee shall deliver such Additional  Bonds to
or upon the order of the original purchasers  thereof,  but only upon payment to
the Trustee of the purchase price of such Additional  Bonds. The proceeds of the
sale  of such  Additional  Bonds  (except  Additional  Bonds  issued  to  refund
Outstanding  Bonds),  including  accrued interest and premium  thereon,  if any,
shall be immediately paid over to the Trustee and shall be deposited and applied
by the Trustee as provided in ARTICLE V hereof and in the Supplemental Indenture
authorizing  the issuance of such  Additional  Bonds.  The  proceeds  (excluding
accrued interest and premium, if any, which shall be deposited in the applicable
account within the Debt Service Fund) of all  Additional  Bonds issued to refund
Outstanding  Bonds shall be deposited by the  Trustee,  after  payment or making
provision for payment of all expenses incident to such financing,  to the credit
of a special trust fund, appropriately  designated,  to be held in trust for the
sole and  exclusive  purpose of paying the principal  of,  premium,  if any, and
interest on the Bonds to be refunded,  as provided in SECTION 1302 hereof and in
the Supplemental Indenture authorizing the issuance of such refunding Bonds.

      (f) Except as provided  in this  Section,  the Issuer  will not  otherwise
issue any  obligations  ratably  secured  and on a parity  with the Series  2002
Bonds, but the Issuer may issue other obligations  specifically  subordinate and
junior to the Series 2002 Bonds with the express  written  consent of the Owners
of not less  than a  majority  in  aggregate  principal  amount  of  Bonds  then
Outstanding.

      SECTION 209. TEMPORARY BONDS.


                                      -12-
<PAGE>

      (a) Until definitive  Bonds of any series are available for delivery,  the
Issuer  may  execute,   and  upon  request  of  the  Issuer  the  Trustee  shall
authenticate and deliver,  in lieu of definitive  Bonds, but subject to the same
limitations and conditions as definitive  Bonds,  temporary  printed,  engraved,
lithographed  or typewritten  Bonds,  in the form of fully  registered  Bonds in
denominations of $100,000 or any integral  multiple of $5,000 in excess thereof,
substantially  of the tenor  hereinabove  set  forth  and with such  appropriate
omissions,  insertions  and  variations  as may be required with respect to such
temporary Bonds.

      (b) If  temporary  Bonds  shall be  issued,  the  Issuer  shall  cause the
definitive Bonds to be prepared and to be executed and delivered to the Trustee,
and  the  Trustee,  upon  presentation  to it at  its  principal  office  of any
temporary  Bond shall cancel the same and  authenticate  and deliver in exchange
therefor,  without charge to the Owner thereof, a definitive Bond or Bonds of an
equal aggregate  principal  amount,  of the same series and maturity and bearing
interest at the same rate as the temporary Bond surrendered.  Until so exchanged
the  temporary  Bonds shall in all  respects be entitled to the same benefit and
security  of  this  Indenture  as  the   definitive   Bonds  to  be  issued  and
authenticated hereunder.

      SECTION 210. MUTILATED,  LOST, STOLEN OR DESTROYED BONDS. In the event any
Bond shall become mutilated,  or be lost, stolen or destroyed,  the Issuer shall
execute  and the  Trustee  shall  authenticate  and  deliver  a new Bond of like
series,  date and  tenor as the  Bond  mutilated,  lost,  stolen  or  destroyed;
provided,  however,  that in the case of any mutilated Bond, such mutilated Bond
shall first be surrendered to the Trustee,  and in the case of any lost,  stolen
or destroyed Bond,  there shall be first furnished to the Issuer and the Trustee
evidence of such loss,  theft or destruction  satisfactory to the Issuer and the
Trustee,  together with  indemnity  satisfactory  to them. In the event any such
Bond shall have matured, instead of issuing a substitute Bond the Issuer may pay
or  authorize  the  payment  of the same  without  surrender  thereof.  Upon the
issuance  of any  substitute  Bond,  the Issuer and the  Trustee may require the
payment of an amount  sufficient to reimburse the Issuer and the Trustee for any
tax or other governmental charge that may be imposed in relation thereto and any
other reasonable fees and expenses incurred in connection therewith.

      SECTION 211. CANCELLATION AND DESTRUCTION OF BONDS UPON PAYMENT.

      (a) All Bonds  which have been paid or  redeemed  or which the Trustee has
purchased or which have  otherwise  been  surrendered  to the Trustee under this
Indenture,  either at or before  maturity,  shall be  cancelled  by the  Trustee
immediately  upon the  payment,  redemption  or  purchase  of such Bonds and the
surrender thereof to the Trustee.

      (b) All  cancelled  Bonds  held by the  Trustee  shall  be  destroyed  and
disposed  of by the  Trustee in  accordance  with  applicable  record  retention
requirements.  The Trustee shall execute and deliver to the Issuer a certificate
describing the Bonds so cancelled.

      SECTION 212. BOOK-ENTRY; SECURITIES DEPOSITORY.

      (a) The Bonds shall initially be registered to Cede & Co., the nominee for
the Securities  Depository,  and no beneficial  owner will receive  certificates
representing  their respective  interests in the Bonds,  except in the event the
Trustee  issues   Replacement  Bonds  as  provided  in  subsection  (b).  It  is
anticipated  that during the term of the Bonds,  the Securities  Depository will
make  book-entry  transfers  among its  Participants  and receive  and  transmit
payment of  principal  of,  premium,  if any,  and interest on, the Bonds to the
Participants until and unless the Trustee authenticates and delivers Replacement
Bonds to the beneficial owners as described in subsection (b).

      (b) (i) If the Issuer  determines  that (A) the  Securities  Depository is
unable to properly discharge its responsibilities, (B) the Securities Depository
is no longer qualified to act as a securities depository and registered clearing
agency  under  the  Securities  Exchange  Act of 1934,  as  amended,  or (C) the
continuation  of a book-entry  system to the exclusion of any Bonds being issued
to any Owner  other  than Cede & Co. is no longer in the best  interests  of the
beneficial  owners of the Bonds, or (ii) if the Trustee  receives written notice
from  Participants   having  interests  in  not  less  than  50%  of  the  Bonds
Outstanding, as shown on the records of the Securities Depository (and certified
to such  effect  by the  Securities  Depository),  that  the  continuation  of a
book-entry  system to the exclusion of any Bonds being issued to any Owner other
than Cede & Co. is no longer in the best interests of the  beneficial  owners of
the Bonds, then the Trustee shall notify the Owner of such determination or such
notice and of the availability of certificates to beneficial  owners  requesting
the same,  and the Trustee shall  register in the name of and  authenticate  and
deliver  Replacement  Bonds  to the  beneficial  owners  or  their  nominees  in
principal amounts  representing the interest of each, making such adjustments as
it may find necessary or  appropriate as to accrued  interest and previous calls
for redemption;  provided,  however,  that in the case of a determination  under
(i)(A)  or  (i)(B) of this  subsection,  the  Issuer,  with the  consent  of the
Trustee,  may  select a  successor  securities  depository  in  accordance  with
subsection (c) to effect  book-entry  transfers.  In the event Replacement Bonds
are issued,  all references to the Securities  Depository herein shall relate to
the period of time when the  Securities  Depository is the Owner of at least one
Bond.  Upon  the  issuance  of  Replacement  Bonds,  all  references  herein  to
obligations  imposed upon or to be performed by the Securities  Depository shall
be deemed  to be  imposed  upon and  performed  by the  Trustee,  to the  extent
applicable with respect to such Replacement Bonds. If the Securities  Depository
resigns  and the  Issuer  is  unable  to  locate a  qualified  successor  of the
Securities  Depository in accordance with subsection (c), then the Trustee shall
authenticate and cause delivery of Replacement  Bonds to the beneficial  owners,
as provided in this  Indenture.  The  Trustee may rely on  information  from the
Securities Depository and its Participants as to the names and addresses of, and
the principal  amounts held by, the beneficial  owners of the Bonds. The cost of
printing Replacement Bonds shall be paid for by the Issuer.

      (c) In  the  event  the  Securities  Depository  resigns,  or  the  Issuer
determines  that the Securities  Depository is unable to properly  discharge its
responsibilities or is no longer qualified to act as a securities depository and
registered  clearing  agency  under  the  Securities  Exchange  Act of 1934,  as
amended, the Issuer may appoint a successor  Securities  Depository provided the
Trustee receives  written  evidence  satisfactory to the Trustee with respect to
the  ability  of  the   successor   Securities   Depository   to  discharge  its
responsibilities. Any such successor Securities Depository shall be a securities
depository which is a registered  clearing agency under the Securities  Exchange
Act of 1934, as amended, or other applicable statute or regulation that operates
a securities  depository upon reasonable and customary  terms.  The Trustee upon
its  receipt of a Bond or Bonds for  cancellation  shall  cause the  delivery of
Bonds to the successor  Securities  Depository in appropriate  denominations and
form as provided herein.


                                      -13-
<PAGE>

                                  ARTICLE III

                               REDEMPTION OF BONDS

      SECTION 301. REDEMPTION OF BONDS GENERALLY.  The Bonds shall be subject to
redemption prior to maturity in accordance with the terms and provisions of this
Article.  Additional  Bonds shall be subject to redemption  prior to maturity in
accordance with the terms and provisions contained in this Article and as may be
specified in the  Supplemental  Indenture  authorizing  such  Additional  Bonds;
provided,  however,  that  no  provision  shall  be  made  with  respect  to the
redemption  of any  Additional  Bonds which would result in, or  constitute  the
creation of, a preference or priority of such  Additional  Bonds over the Series
2002 Bonds.

      SECTION 302.  REDEMPTION OF SERIES 2002 BONDS. The Series 2002 Bonds shall
be subject to redemption as follows:

      (a) Mandatory Redemption from Moneys Remaining in Project Fund. The Series
2002 Bonds are  subject to  mandatory  redemption  prior to the stated  maturity
thereof, on any date, using any balance remaining in the Project Fund, including
any amounts  transferred to the Project Fund from the Capitalized  Interest Fund
pursuant to SECTION 606(C) hereof, which is transferred to the Debt Service Fund
upon  completion  of the Project and payment of all Project Costs as provided in
SECTION 504 of this  Indenture.  The Series 2002 Bonds redeemed using such funds
will be  redeemed  in  inverse  order of  maturity,  or in such  other  order of
maturity as selected by the Issuer,  at a redemption  price equal to 100% of the
principal amount thereof,  plus accrued interest thereon to the redemption date,
without premium.

      (b)  Extraordinary  Optional  Redemption.  In the  event  of a  Change  of
Circumstances,  the Series 2002 Bonds shall be subject to redemption and payment
prior to the stated maturity  thereof,  at the option of the Issuer, at any time
at a  redemption  price equal to the  principal  amount  thereof,  plus  accrued
interest  thereon to the redemption date,  without premium,  provided all of the
Bonds are so redeemed and paid according to their terms.

      (c) Mandatory  Sinking Fund Redemption.  The Series 2002 Bonds are subject
to mandatory  redemption and payment prior to maturity pursuant to the mandatory
redemption  requirements  of this  Section on January 1 in each of the years set
forth below,  at a redemption  price equal to the principal  amount thereof plus
accrued interest thereon to the redemption date, without premium.

                 July 1, 2007                        $65,000
                 January 1, 2008                      65,000
                 July 1, 2008                         70,000
                 January 1, 2009                      70,000
                 July 1, 2009                         90,000
                 January 1, 2010                      95,000
                 July 1, 2010                        205,000
                 January 1, 2011                     210,000
                 July 1, 2011                        235,000
                 January 1, 2012                     245,000
                 July 1, 2012                        290,000
                 January 1, 2013                     295,000
                 July 1, 2013                        340,000
                 January 1, 2014                     355,000
                 July 1, 2014                        365,000
                 January 1, 2015                     375,000
                 July 1, 2015                        385,000
                 January 1, 2016                     400,000
                 July 1, 2016                        485,000
                 January 1, 2017                     500,000
                 July 1, 2017                        515,000
                 January 1, 2018                     530,000
                 July 1, 2018                        550,000
                 January 1, 2019                     565,000
                 July 1, 2019                        655,000
                 January 1, 2020                     675,000
                 July 1, 2020                        700,000
                 January 1, 2021                     720,000
                 July 1, 2021                        745,000
                 January 1, 2022                     765,000
                 July 1, 2022                        790,000
                 January 1, 2023                     815,000
                 July 1, 2023                        840,000
                 January 1, 2024+                    865,000

--------------------------
+Maturity Date
                                      -14-
<PAGE>

      (d)  Optional  Redemption.  The  Series  2002  Bonds  shall be  subject to
redemption  and payment  prior to maturity on or after  January 1, 2011,  at the
option  of the  Issuer,  as a whole  or in part at any  time,  at the  following
redemption  prices  (expressed as percentages of the principal  amount thereof),
plus accrued interest to the redemption date:

          Redemption Period                                    Price
          -----------------                                    -----
January 1, 2011 through December 31, 2011                       102%
January 1, 20l2 through December 3l, 2012                       101%
January 1, 2013 and thereafter                                  100%

      SECTION 303. SELECTION OF BONDS TO BE REDEEMED.

      (a) Bonds  shall be  redeemed  only in the  principal  amount of $5,000 or
integral  multiples  thereof.  If less than all of the Outstanding  Bonds of any
series are to be  redeemed  and paid  prior to  maturity,  such  Bonds  shall be
redeemed from maturities  selected by the Issuer,  and by lot within maturities,
with Bonds of less than a full  maturity  to be  selected by the Trustee in such
equitable manner as it may determine.

      (b) In the case of a  partial  redemption  of  Bonds by lot when  Bonds of
denominations greater than $5,000 are then Outstanding, then for all purposes in
connection  with such  redemption  each $5,000 of face value shall be treated as
though it was a separate Bond of the denomination of $5,000. If it is determined
that one or more, but not all, of the $5,000 units of face value  represented by
any fully  registered  Bond is selected for  redemption,  then the Owner of such
Bond or his  attorney  or  legal  representative  shall  forthwith  present  and
surrender  such Bond to the  Trustee  (i) for  payment of the  redemption  price
(including  the premium,  if any, and  interest to the  redemption  date) of the
$5,000 unit or units of face value called for redemption, and (ii) for exchange,
without  charge to the Owner  thereof,  for a new Bond or Bonds of the aggregate
principal amount of the unredeemed portion of the principal amount of such Bond.
If the Owner of any such Bond of a  denomination  greater than $5,000 shall fail
to present such Bond to the Trustee for payment and exchange as aforesaid,  such
Bond shall,  nevertheless,  become due and payable on the redemption date to the
extent of the principal amount thereof called for redemption (and to that extent
only).

      SECTION 304.  TRUSTEE'S DUTY TO REDEEM BONDS. The Trustee shall call Bonds
for  redemption  and  payment  as  herein  provided  and  shall  give  notice of
redemption  as  provided  in SECTION  305 hereof (a) with  respect to  mandatory
redemptions  contemplated by SECTION 302(A),  and SECTION 302(C) hereof,  on its
own accord and without receiving a request by the Issuer therefor,  and (b) with
respect to  optional  redemptions  contemplated  by SECTION  302(B) and  SECTION
302(D) hereof, upon receipt by the Trustee of a written request of the Issuer at
least 45 days prior to the  redemption  date which  request  shall  specify  the
principal  amount and the  respective  maturities  of the Bonds to be called for
redemption,  the  applicable  redemption  price or prices and the  provision  or
provisions of this  Indenture  pursuant to which such Bonds are to be called for
redemption.

      SECTION 305. NOTICE AND EFFECT OF CALL FOR REDEMPTION.

      (a)  Official  notice of any  redemption  shall be given by the Trustee on
behalf of the Issuer by mailing a copy of an official redemption notice by first
class  mail to each of the Owners of the Bonds to be  redeemed  at least 30 days
prior to the date fixed for redemption, unless such notice is waived by any such
Owner,  at the address  shown on the Bond Register for such Owner as of the date
of such notice.

      (b) All official notices of redemption shall be dated and shall state:

            (i) the complete official caption, including series, of the issue of
      which the Bonds being redeemed are a part;

            (ii) the date of mailing of the notice of redemption;

            (iii) the date fixed for redemption;

            (iv) the redemption price or prices;

            (v) with respect to the redemption of the Bonds in part, the numbers
      of the Bonds to be redeemed,  by giving the individual  certificate number
      of each Bond to be redeemed (or stating that all Bonds  between two stated
      certificate numbers, both inclusive, are to be redeemed or that all of the
      Bonds of one or more maturities have been called for redemption);

            (vi) the CUSIP  numbers of all Bonds  being  redeemed  (which may be
      accompanied by a disclaimer as to the accuracy of the CUSIP numbers);

            (vii) in the case of a partial  redemption  of Bonds,  the principal
      amount and maturity date of each Bond being redeemed;


                                      -15-
<PAGE>

            (viii) the date of issue of the Bonds as originally issued;

            (ix)  the  rate or  rates  of  interest  borne  by each  Bond  being
      redeemed;

            (x) the maturity date of each Bond being redeemed; and

            (xi) the place or places where amounts due upon such redemption will
      be payable.

      (c) Prior to any  redemption  date,  funds  shall be on  deposit  with the
Trustee  which are  sufficient to pay the  redemption  price of all the Bonds or
portions  of Bonds that are to be  redeemed  on that date,  in  addition  to any
amounts  therein  required for  regularly  scheduled  payments of principal  and
interest on the Bonds.

      (d) Once official  notice of redemption has been given as provided in this
Section,  the  Bonds  or  portions  of  Bonds to be so  redeemed  shall,  on the
redemption  date,  become due and payable at the redemption  price  specified in
such notice,  and from and after such date  (unless the Issuer shall  default in
the payment of the redemption  price) such Bonds or portion of Bonds shall cease
to bear interest. Upon surrender of such Bonds for redemption in accordance with
such notice,  such Bonds shall be paid by the Trustee at the  redemption  price.
Installments of interest due on or prior to the redemption date shall be payable
as herein  provided  for payment of  interest.  Upon  surrender  for any partial
redemption  of any Bond,  there  shall be  prepared  for the Owner a new Bond or
Bonds of the same  maturity  in the  amount of the unpaid  principal.  All Bonds
which have been  redeemed  shall be cancelled  and  destroyed by the Trustee and
shall not be reissued.

      (e) In  addition to the  foregoing  notice,  the  Trustee  shall give such
additional  notice and take such  additional  actions as are necessary to comply
with  any  mandatory  or  voluntary  standards  then in  effect  for  processing
redemptions of municipal  securities  established by the Securities and Exchange
Commission.

      (f) Upon the happening of the  conditions  set forth in this Section,  and
notice having been given as provided in this Section,  the Bonds or the portions
of the principal  amount of Bonds thus called for redemption  shall no longer be
entitled to the protection,  benefit or security of this Indenture and shall not
be deemed to be Outstanding under the provisions of this Indenture.

      (g) Any defect in any notice or the  failure of any parties to receive any
notice of  redemption  shall not cause any Bond called for  redemption to remain
Outstanding.

      (h) For so long  as the  Securities  Depository  is  effecting  book-entry
transfers of the Bonds, the Trustee shall provide the notices  specified in this
SECTION 305 to the  Securities  Depository.  It is expected that the  Securities
Depository shall, in turn, notify its Participants and that the Participants, in
turn,  will notify or cause to be notified the  beneficial  owners of the Bonds.
Any  failure  on the part of the  Securities  Depository  or a  Participant,  or
failure on the part of a nominee of a  beneficial  owner of a Bond  (having been
mailed  notice from the  Trustee,  a  Participant  or  otherwise)  to notify the
beneficial  owner of the Bond so affected,  shall not affect the validity of the
redemption of such Bond.

      SECTION 306.  EFFECT OF CALL FOR  REDEMPTION.  Prior to the date fixed for
redemption, funds or Government Obligations maturing on or before the date fixed
for  redemption  shall be deposited  with the Trustee in amounts  sufficient  to
provide for payment of the Bonds called for redemption, accrued interest thereon
to the redemption date and the redemption  premium, if any. After the deposit of
such funds or Government  Obligations,  and notice having been given as provided
in SECTION 305 hereof,  the Bonds or the  portions  of the  principal  amount of
Bonds thus called for  redemption  shall cease to bear interest on the specified
redemption  date, and shall no longer be entitled to the protection,  benefit or
security of this Indenture and shall not be deemed to be  Outstanding  under the
provisions of this Indenture.

                                   ARTICLE IV

                                  FORM OF BONDS

      SECTION  401.  FORM OF BONDS  GENERALLY.  The Series 2002  Bonds,  and the
Trustee's  Certificate  of  Authentication  to be  endorsed  thereon  shall  be,
respectively,  in substantially  the forms described in SECTION 402 hereof.  Any
Additional Bonds, and the Trustee's Certificate of Authentication to be endorsed
thereon  shall also be in  substantially  such  forms,  with such  necessary  or
appropriate variations, omissions and insertions as are permitted or required by
this  Indenture  or any  Supplemental  Indenture.  The Bonds  may have  endorsed
thereon such legends or text as may be  necessary or  appropriate  to conform to
any  applicable  rules and  regulations  of any  governmental  authority  or any
custom, usage or requirement of law with respect thereto.

      SECTION 402. FORM OF SERIES 2002 BONDS. The forms of the Series 2002 Bonds
and the  Trustee's  Certificate  of  Authentication  to be endorsed  thereon are
attached hereto as APPENDIX A.

                                   ARTICLE V

                            CREATION OF PROJECT FUND;
                    CUSTODY AND APPLICATION OF BOND PROCEEDS

      SECTION 501. CREATION OF PROJECT FUND. There is hereby created and ordered
to be established in the custody of the Trustee a special trust fund in the name
of the Issuer to be designated  the "Utah Tech Center,  LLC,  Project Fund (OSHA
Technical Center  Project)" (the "Project Fund").  The Trustee is authorized and
directed  to (a)  establish  a separate  account  within the  Project  Fund with
respect to the Series 2002 Bonds,  to be  designated as the "Series 2002 Project
Account," (b) establish a separate  account within the Project Fund with respect
to the Series 2002  Bonds,  to be  designated  as the  "Series  2002  Liquidated
Damages  Reserve  Account,"  and (c)  establish  a separate  account  within the
Project Fund with respect to each series of Additional  Bonds as provided in the
applicable Supplemental Indenture.


                                      -16-
<PAGE>

      SECTION 502.  DEPOSITS INTO THE PROJECT FUND. The following funds shall be
paid over to the  Trustee,  and the Trustee  shall  deposit  such funds into the
applicable account within the Project Fund, as and when received:

      (a) the proceeds  from the sale of the Series 2002 Bonds,  excluding  such
amounts  thereof  required to be paid into the Series 2002 Debt Service  Account
pursuant to SECTION 603 hereof and the Series 2002 Capitalized  Interest Account
pursuant to SECTION 606 hereof,

      (b) the proceeds from the sale of the Additional Bonds (except  Additional
Bonds  issued to refund  Outstanding  Bonds),  excluding  such  amounts  thereof
required to be paid into the  applicable  account  within the Debt  Service Fund
pursuant to SECTION 603 hereof,  the applicable  account within the  Capitalized
Interest Fund pursuant to SECTION 606 hereof and any required reserve fund;

      (c) the earnings  accrued on the  investment of moneys in the Project Fund
and  required  to be  deposited  into the Project  Fund  pursuant to SECTION 702
hereof,

      (d) any and all payments from any contractors or other suppliers by way of
breach of contract,  refunds or  adjustments  required to be deposited  into the
Project Fund pursuant to SECTION 816 hereof,

      (e)  moneys  required  to be  transferred  to the  Project  Fund  from the
Capitalized Interest Fund pursuant to SECTION 606 hereof, and

      (f) except as otherwise provided herein, any other money received by or to
be paid to the Trustee from any other source for the purchase or construction of
the Project,  when  accompanied by directions by the Issuer that such moneys are
to be deposited into the Project Fund.

      SECTION 503. DISBURSEMENTS FROM THE PROJECT FUND.

      (a) Subject to the  provisions  of SECTION  805 hereof,  the moneys in the
Project  Fund and the  accounts  contained  therein  shall be  disbursed  by the
Trustee for the payment of Project  Costs in accordance  with the  provisions of
this SECTION 503, and the Trustee  hereby  covenants and agrees to disburse such
moneys in accordance with such provisions.

      (b) The Trustee  shall  disburse  moneys to pay for the  construction  and
installation   of  the   buildings,   structures,   facilities,   additions  and
improvements  constituting  a  part  of  the  Improvements  and  any  machinery,
equipment and personal  property  constituting  a part of the  Improvements  but
solely from the Project Fund and the accounts  contained  therein,  from time to
time,  upon  receipt by the Trustee of a  certificate  signed by the  Authorized
Issuer  Representative and, except as otherwise provided in this subsection (b),
Jacobsen  Construction  Co., Inc. and approved by the Project  Consultant in the
form set forth in APPENDIX B hereto which is  incorporated  herein by reference.
The Issuer  agrees that the  maximum  amount of funds to be  disbursed  from the
Project  Fund for Costs of  Issuance  (excluding  the  Placement  Agent  Fee) is
$100,000 and the maximum  amount for  non-construction  contract  Project  Costs
disbursements  from the  Project  Fund is  $3,201,500.  Any Costs of Issuance or
non-construction  contract project costs disbursement  requests shall be made on
the form set forth in APPENDIX B signed by the Authorized Issuer Representative,
but shall not require  signatures  from Jacobsen  Construction  Co., Inc. or the
Project Consultant.  The Trustee may rely fully on any such directions and shall
not be required to make any investigation in connection  therewith,  except that
the Trustee shall investigate  requests for reimbursements  made directly to the
Issuer and shall  require  such  supporting  evidence  as would be required by a
reasonable and prudent trustee.

      (c) The Trustee shall keep and maintain adequate records pertaining to the
Project  Fund,  all  accounts  within the Project  Fund,  and all  disbursements
therefrom, and after the Project has been completed and a certificate of payment
of all costs filed as provided in SECTION 504 hereof,  the Trustee  shall file a
statement of receipts and disbursements with respect thereto with the Issuer.

      SECTION 504. DISPOSITION UPON COMPLETION OF THE PROJECT.

      (a) The  completion  of the Project and payment of all costs and  expenses
incident thereto shall be evidenced by the filing with the Trustee by the Issuer
of the Certificate of Completion described in subsection (b) of this Section. As
soon as  practicable  following  receipt by the Trustee of such  Certificate  of
Completion,  the Trustee shall then transfer without further  authorization  any
excess funds from the Series 2002 Project Account first to the Project Operation
and Maintenance Fund an amount  sufficient to the fund the Project Operation and
Maintenance  Fund  Requirement,  then any balance  remaining  in the Series 2002
Project Account shall without further  authorization  be deposited in the Series
2002 Debt  Service  Account and applied by the Trustee  solely to the payment of
principal of the Series 2002 Bonds through the payment or redemption  thereof on
any  redemption  date  specified  in  SECTION  302(A)  hereof  or  as  otherwise
permissible in the opinion of Bond Counsel.  Any balance  remaining in any other
account of the Project Fund established  with respect to a particular  series of
Additional Bonds shall without further authorization be deposited in the account
within  the Debt  Service  Fund  established  with  respect  to such  series  of
Additional  Bonds and shall be applied by the  Trustee  solely to the payment of
principal of such series of  Additional  Bonds through the payment or redemption
thereof  on any  redemption  date  specified  in  SECTION  302(A)  hereof  or as
otherwise permissible in the opinion of Bond Counsel.

      (b) Upon  completion  of the Project and  acceptance of the Project by the
Tenant, the Issuer shall cause the Authorized Issuer Representative to deliver a
Certificate of Completion to the Trustee.


                                      -17-
<PAGE>

      SECTION 505.  DEPOSITS AND  DISBURSEMENTS  FROM THE SERIES 2002 LIQUIDATED
DAMAGES RESERVE ACCOUNT.

      (a) The Trustee  shall  deposit  the sum of $150,000  into the Series 2002
Liquidated  Damages  Reserve Account from the proceeds of the sale of the Series
2002 Bonds.

      (b) The moneys in the Series 2002 Liquidated Damages Reserve Account shall
be  disbursed  by the  Trustee at the  request of the Issuer for the  payment of
liquidated  damages in  accordance  with the  provisions  of the Lease,  and the
Trustee hereby  covenants and agrees to disburse such moneys in accordance  with
such provisions.

      SECTION 506.  DISPOSITION OF THE SERIES 2002  LIQUIDATED  DAMAGES  RESERVE
ACCOUNT UPON COMPLETION OF THE PROJECT. As soon as practicable following receipt
by the  Trustee  of such  Certificate  of  Completion,  the  Trustee  shall then
transfer  without  further  authorization  any excess funds from the Series 2002
Liquidated   Damages  Reserve  Account  first  to  the  Project   Operation  and
Maintenance Fund in an amount  sufficient to the fund the Project  Operation and
Maintenance  Fund  Requirement,  then any balance  remaining  in the Series 2002
Liquidated  Damages  Reserve  Account shall  without  further  authorization  be
deposited  in the Series  2002 Debt  Service  Account and applied by the Trustee
solely to the payment of principal of the Series 2002 Bonds  through the payment
or redemption  thereof on any redemption date specified in SECTION 302(A) hereof
or as otherwise permissible in the opinion of Bond Counsel.

      SECTION 507. DISPOSITION UPON ACCELERATION.  If the principal of the Bonds
shall have  become due and payable  pursuant  to SECTION 901 of this  Indenture,
upon the  date of  payment  by the  Trustee  of any  moneys  due as  hereinafter
provided in ARTICLE IX hereof,  any balance  remaining in any account within the
Project  Fund  shall,  without  further  authorization,   be  deposited  in  the
corresponding account within the Debt Service Fund by the Trustee.

                                   ARTICLE VI

                               REVENUES AND FUNDS

      SECTION 601.  CREATION OF FUNDS AND  ACCOUNTS.  In addition to the Project
Fund created pursuant to SECTION 501 of this Indenture, there are hereby created
and  ordered to be  established  in the  custody of the  Trustee  the  following
special trust funds in the name of the Issuer to be designated as follows:

            (a) "Utah Tech Center, LLC, Debt Service Fund (OSHA Technical Center
      Project)" (the "Debt Service Fund");

            (b) "Utah Tech Center, LLC, Project Replacement Fund (OSHA Technical
      Center Project)" (the "Project Replacement Fund");

            (c)  "Utah  Tech  Center,  LLC,   Capitalized  Interest  Fund  (OSHA
      Technical Center Project)" (the "Capitalized Interest Fund");

            (d) "Utah Tech  Center,  LLC,  Revenue Fund (OSHA  Technical  Center
      Project)" (the "Revenue Fund");

            (e) "Utah Tech Center,  LLC, Tax and Insurance Fund (OSHA  Technical
      Center Project)" (the "Tax and Insurance Fund"); and

            (f) "Utah Tech Center,  LLC, Project  Operation and Maintenance Fund
      (OSHA Technical Center  Project)" (the "Project  Operation and Maintenance
      Fund").

The  Trustee is  authorized  and  directed to (i)  establish a separate  account
within the funds set forth in subsections  (a) and (c) above with respect to the
Series 2002 Bonds,  to be designated  as the "Series 2002 Debt Service  Account"
and the  "Series  2002  Capitalized  Interest  Account"  respectively,  and (ii)
establish a separate  account  within each such fund with respect to each series
of Additional Bonds as provided in the Supplemental Indenture relating thereto.

      SECTION 602.  DEPOSITS INTO AND  APPLICATION OF MONEYS IN THE REVENUE FUND
The Issuer  shall cause all payments to be made by the Tenant under the Lease to
be paid directly to the Trustee for deposit into the Revenue Fund. If the Issuer
shall at any time  receive all or any part of a payment made by the Tenant under
the Lease,  the Issuer shall  immediately  deliver such funds to the Trustee for
deposit  into the Revenue  Fund.  Moneys in the Revenue Fund shall be applied by
the Trustee no later than the 15th day of each month in the  following  order or
priority:

         FIRST:   To the Debt Service Fund, in the following  order of priority,
                  (a) taking into consideration the amounts,  if any, on deposit
                  in the Capitalized  Interest Fund, an amount equal to 1/6th of
                  the interest  owing on the Bonds on the next Payment Date, (b)
                  commencing  June 15,  2003,  an amount  equal to 1/12th of the
                  principal  coming  due on the Bonds on the next  Payment  Date
                  (whether at stated maturity or by  redemption),  (c) an amount
                  sufficient  to make up any  deficiencies  in the Debt  Service
                  Fund related to any Bonds and (d) the amount of any redemption
                  premium  to be due and  payable on any date on which the Bonds
                  have  been  called,   in  whole  or  in  part,   for  optional
                  redemption.


                                      -18-
<PAGE>

         SECOND:  To the Tax and Insurance  Fund in an amount equal to 1/12th of
                  the  estimated  annual real estate taxes and  assessments  and
                  insurance for the Project as set forth in the Annual Budget.

         THIRD:   To the  Project  Operation  and  Maintenance  Fund  an  amount
                  sufficient to fund the Project  Operation and Maintenance Fund
                  at the Project Operation and Maintenance Fund Requirement.

         FOURTH:  Paid to the Issuer.

      Any balance  remaining  in the Revenue Fund after the Bonds have been paid
or payment thereof has been provided for shall be paid to the Issuer.

      SECTION  603.  DEPOSITS  INTO THE DEBT  SERVICE  FUND.  The Trustee  shall
deposit into the  applicable  account  within the Debt Service Fund, as and when
received, the following:

      (a) all accrued  interest  on the Bonds paid by the Series 2002  Placement
Agent and any original purchaser of Additional Bonds;

      (b) if required by a Supplemental  Indenture  authorizing  the issuance of
Additional  Bonds,  an  additional  amount from the proceeds of such  Additional
Bonds,  such  additional  amount not to exceed the sum which,  when added to the
accrued interest and premium,  if any, received from the sale of such Additional
Bonds,  will be sufficient to pay the interest accruing on such Additional Bonds
during the estimated  period of construction of the Project  Additions  financed
through the issuance of such Additional Bonds;

      (c) all funds transferred from the Revenue Fund;

      (d) any amount in the Project Fund to be  transferred to an account within
the Debt  Service  Fund  pursuant  to SECTION  504  hereof  upon  completion  of
construction  of the Project and any amount  remaining in the Project Fund to be
transferred  to any account within the Debt Service Fund pursuant to SECTION 505
hereof upon acceleration of the maturity of the Bonds;

      (e) all interest and other income derived from investments of Debt Service
Fund moneys as provided in SECTION 702 hereof, and

      (f) all  other  moneys  received  by the  Trustee  from  the  Issuer  when
accompanied  by  directions  from the person  depositing  such  moneys that such
moneys are to be paid into the Debt Service Fund.

      SECTION 604. APPLICATION OF MONEYS IN THE DEBT SERVICE FUND.

      (a) Moneys in the Debt  Service Fund and the  accounts  contained  therein
shall be expended solely for the payment of the principal of,  premium,  if any,
and  interest  on the  Bonds  as the  same  mature  and  become  due or upon the
redemption thereof prior to maturity.

      (b) The Issuer  hereby  authorizes  and  directs  the  Trustee to withdraw
sufficient funds from the applicable account within the Debt Service Fund to pay
the principal of,  premium,  if any, and interest on each series of Bonds as the
same become due and payable and to make said funds so withdrawn available to the
Paying  Agents for the purpose of paying said  principal,  premium,  if any, and
interest.

      (c) The  Trustee,  upon  written  direction  of the Issuer,  shall use any
moneys in the Debt Service Fund and the accounts contained therein to redeem all
or part of the Bonds Outstanding, and to pay interest to accrue thereon prior to
such  redemption,  in accordance with and to the extent permitted by ARTICLE III
hereof so long as the Issuer is not in  default  with  respect  to any  payments
hereunder and to the extent said moneys are in excess of the amount required for
payment  of Bonds  theretofore  matured or called  for  redemption  and past due
interest in all cases when such Bonds have not been  presented for payment.  The
Issuer may cause such excess  money in the  accounts  contained  within the Debt
Service Fund or such part  thereof or other moneys of the Issuer,  as the Issuer
may  direct,  to be applied by the Trustee  for the  purchase of the  applicable
series of Bonds in the open market for the purpose of cancellation at prices not
exceeding the principal amount thereof plus accrued interest thereon to the date
of delivery for cancellation.

      (d) Any  amount  remaining  in the  Debt  Service  Fund  and the  accounts
contained  therein after the principal of, premium,  if any, and interest on the
Bonds shall have been paid in full or provision made therefor in accordance with
ARTICLE XIII hereof, shall be paid to the Issuer by the Trustee.

      SECTION  605.  DEPOSITS  INTO AND  APPLICATION  OF MONEYS  IN THE  PROJECT
REPLACEMENT FUND.

      (a) The Trustee  shall deposit into the Project  Replacement  Fund, as and
when received, any Net Proceeds received pursuant to SECTION 817 hereof.

      (b) Moneys held in the Project  Replacement Fund shall be used and applied
as provided in Section 817 hereof.

      SECTION 606.  DEPOSITS INTO AND  APPLICATION OF MONEYS IN THE  CAPITALIZED
INTEREST FUND.

                                      -19-
<PAGE>

      (a) The Trustee  shall  deposit the sum of  $1,329,131,08  into the Series
2002  Capitalized  Interest  Account from the proceeds of the sale of the Series
2002  Bonds.  The Trustee  shall  deposit the sum  specified  in the  applicable
Supplemental  Indenture into the Capitalized  Interest Fund from the proceeds of
the sale of any Additional Bonds.

      (b) Until the moneys in the  Capitalized  Interest Fund are transferred in
accordance  with SECTION 606(C) hereof,  the Trustee shall,  prior to making any
transfers from the Debt Service Fund as provided in SECTION 604 hereof, transfer
from the applicable  account of the Capitalized  Interest Fund to the applicable
account  of the Debt  Service  Fund an  amount  sufficient  to pay the  interest
becoming due and payable on the applicable series of Bonds.

      (c) Upon the earlier of (i) receipt by the Trustee of the  Certificate  of
Completion  required  by SECTION  504 hereof or (ii) July 1, 2004,  the  Trustee
shall  determine,  without  regard to and prior to making any transfers from the
Capitalized  Interest Fund,  whether  moneys in the Debt Service Fund,  together
with rental  payments due under the Lease prior to the next  succeeding  Payment
Date, are sufficient to pay the principal of and interest due and payable on the
Bonds on the next succeeding Payment Date. If the Trustee determines such moneys
will not be  sufficient,  the Trustee shall  transfer  moneys in the  applicable
account  of the  Capitalized  Interest  Fund to the  applicable  account of Debt
Service  Fund to the extent  required  to fund the payment of  principal  of and
interest  becoming due and payable on the applicable series of Bonds on the next
succeeding  Payment Date.  The Trustee shall then transfer from the  Capitalized
Interest Fund to the Project Operation and Maintenance Fund an amount sufficient
to the fund the Project Operation and Maintenance Fund  Requirement.  Any excess
funds in any account of the Capitalized Interest Fund after making any necessary
transfer to the Project  Operation and Maintenance  Fund shall be transferred to
the Revenue Fund.

      SECTION  607.  DEPOSITS  INTO AND  APPLICATION  OF  MONEYS  IN THE TAX AND
INSURANCE  FUND.  The Trustee shall deposit into the Tax and Insurance  Fund the
funds  transferred  from the Revenue  Fund  pursuant to SECTION 602 hereof.  Any
moneys  deposited  into the Tax and Insurance  Fund shall be held by the Trustee
and  disbursed  by the Trustee  upon the  written  request of the Issuer for the
payment of the real estate taxes and  assessments  and insurance with respect to
the Project when due.

      SECTION  608.  DEPOSITS  INTO AND  APPLICATION  OF MONEYS  IN THE  PROJECT
OPERATION  AND  MAINTENANCE  FUND.  The Trustee  shall  deposit into the Project
Operation  and  Maintenance  Fund the  funds  transferred  from the  Capitalized
Interest  Fund pursuant to SECTION  606(C)  hereof,  the Series 2002  Liquidated
Damages Reserve Account pursuant to SECTION 506, the Series 2002 Project Account
pursuant to SECTION 502 and the Revenue Fund pursuant to SECTION 602 hereof. Any
moneys  deposited into the Project  Operation and Maintenance Fund shall be held
by the Trustee and  disbursed  by the  Trustee  upon the written  request of the
Issuer for the payment of operating, repair and capital replacement costs of the
Project. Moneys in the Project Operation and Maintenance Fund shall also be used
to pay the last Bonds becoming due unless such Bonds and all interest thereon be
otherwise  paid, and thereafter any remaining  balance in the Project  Operation
and Maintenance Fund shall be paid to the Issuer.

      SECTION 609. PAYMENTS DUE ON SATURDAYS,  SUNDAYS AND HOLIDAYS. In any case
where the date of maturity of principal of, premium,  if any, or interest on the
Bonds or the date fixed for redemption of any Bonds shall not be a Business Day,
then payment of principal, premium, if any, or interest need not be made on such
date but may be made on the next succeeding Business Day with the same force and
effect as if made on the date of maturity or the date fixed for redemption,  and
no interest shall accrue for the period after such date.

      SECTION 610. NONPRESENTMENT OF BONDS. In the event that any Bond shall not
be  presented  for payment when the  principal  thereof  becomes due,  either at
maturity  or  otherwise,  or at the date fixed for  redemption  thereof,  or the
Trustee is unable to locate the Owner for the payment of accrued  interest or an
accrued  interest check remains  uncashed,  if funds sufficient to pay such Bond
and  accrued  interest  shall  have  been made  available  to the  Trustee,  all
liability  of the Issuer to the Owner  thereof  for the payment of such Bond and
accrued interest, shall forthwith cease, determine and be completely discharged,
and  thereupon  it shall be the duty of the  Trustee to hold such fund or funds,
without  liability  for interest  thereon,  for the benefit of the Owner of such
Bond, who shall  thereafter be restricted  exclusively to such fund or funds for
any claim of  whatever  nature on his part under this  Indenture  or on, or with
respect to, said Bond and accrued  interest.  If any Bond shall not be presented
for payment  within four years  following  the date when such Bond  becomes due,
whether by maturity or otherwise,  or the accrued interest cannot be paid as set
out above,  the Trustee upon the request of the Issuer shall repay to the Issuer
the funds  theretofore held by it for payment of such Bond and accrued interest,
and such  Bond  and  accrued  interest  shall,  subject  to the  defense  of any
applicable statute of limitation,  thereafter be an unsecured  obligation of the
Issuer,  and the Owner  thereof shall be entitled to look only to the Issuer for
payment,  and then only to the extent of the  amount so  repaid,  and the Issuer
shall not be liable for any  interest  thereon  and shall not be  regarded  as a
trustee of such money.

      SECTION 611. ADDITIONAL PAYMENTS. Within thirty (30) days after receipt of
written  notice  thereof,  the Issuer  shall pay to the Trustee,  as  Additional
Payments, the following amounts:

            (a) all reasonable fees,  charges and expenses,  including agent and
      counsel  fees, of the Trustee and the Paying  Agents  incurred  under this
      Indenture or any other document entered into in connection with the Bonds;

            (b) all  reasonable  costs  incident to the payment of the principal
      of, premium, if any, and interest on the Bonds as the same becomes due and
      payable,  including  all costs and expenses in  connection  with the call,
      redemption and payment of all Outstanding Bonds;

            (c) all reasonable fees,  charges and expenses,  including agent and
      counsel fees,  reasonably  incurred in connection  with the enforcement of
      any  rights  against  the  Issuer,  the Tenant or the  Project  under this
      Indenture  by the Trustee or the  Owners,  provided,  however,  the Issuer
      shall not be obligated  to pay for such fees,  charges and expenses as may
      be incurred by the Trustee solely as a result of its own gross  negligence
      or wrongful misconduct;


                                      -20-
<PAGE>

            (d) all other  payments  of  whatever  nature  which the  Issuer has
      agreed to pay or assume  under the  provisions  of this  Indenture  or any
      other document entered into in connection with the Bonds.

                                  ARTICLE VII

                  SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS

      SECTION 701. MONEYS TO BE HELD IN TRUST. All moneys deposited with or paid
to the  Trustee for the account of any fund or account  under any  provision  of
this Indenture,  and all moneys deposited with or paid to the Paying Agent under
any provision of this Indenture, shall be held by the Trustee or Paying Agent in
trust  and shall be  applied  only in  accordance  with the  provisions  of this
Indenture  and the Lease  and,  until  used or  applied  as so  provided,  shall
constitute  part of the Trust Estate and be subject to the lien hereof.  Neither
the  Trustee  nor any Paying  Agent  shall be liable for  interest on any moneys
received  hereunder  except  interest  earned on  investments  made  pursuant to
SECTION 702 of this Indenture and such other interest as may be agreed upon.

      SECTION 702.  INVESTMENT OF MONEYS IN FUNDS.  Moneys held in the funds and
accounts  created  pursuant to this Indenture  shall be separately  invested and
reinvested by the Trustee in Investment  Securities  which mature or are subject
to  redemption  by the  owner  prior  to the date  such  funds  will be  needed;
provided, however, that such moneys shall not be invested in such manner as will
violate the provisions of SECTIONS 703 hereof.  Any such  Investment  Securities
shall be held by or under the  control of the Trustee and shall be deemed at all
times a part of the fund or account in which such  moneys are  originally  held,
and except as otherwise  specifically  provided in this Indenture,  the interest
accruing  thereon and any profit realized from such Investment  Securities shall
be credited to and  accumulated in such fund or account,  and any loss resulting
from such Investment  Securities  shall be charged to such fund or account.  The
Trustee  shall sell and reduce to cash a  sufficient  amount of such  Investment
Securities  whenever the cash balance in any fund or account is insufficient for
the  purposes  of  such  fund or  account.  The  Trustee  may  make  any and all
investments  permitted by the  provisions  of this Section  through its own bond
department or short-term investment department.

      SECTION 703. RECORD KEEPING.  The Trustee shall maintain  records designed
to show  compliance  with the provisions of this Article and with the provisions
of ARTICLE VI for at least six years after the payment of all of the Outstanding
Bonds.

                                  ARTICLE VIII

                        GENERAL COVENANTS AND PROVISIONS

      SECTION 801. PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE
BONDS.  The Issuer covenants and agrees that it will promptly pay or cause to be
paid the  principal of,  premium,  if any, and interest on the Bonds as the same
become due and  payable at the  place,  on the dates and in the manner  provided
herein and in the Bonds according to the true intent and meaning thereof, and to
this end the Issuer  covenants  and agrees that it will use its best  efforts to
cause the Project to be  continuously  leased as a revenue and income  producing
undertaking, and that, should there be a default under the Lease with the result
that the right of  possession  of the Project is  returned  to the  Issuer,  the
Issuer shall fully  cooperate  with the Trustee and the Owners to fully  protect
the rights and security of the Owners hereunder and shall diligently  proceed in
good faith and use its best efforts to secure  another tenant for the Project to
the end that at all  times  sufficient  rents,  revenues  and  receipts  will be
derived by Issuer from the Project to provide for payment of the  principal  of,
premium,  if any,  and interest on the Bonds as the same become due and payable.
If the  Issuer is unable to  procure a new  tenant  who will  enter  into such a
lease,  the  Issuer  may take  such  good  faith  action as shall be in the best
interests of the Owners,  which may include the sale of the Project,  and if the
Project is sold,  after deducting all costs of the sale, any moneys derived from
such sale shall be used for the purpose of paying the principal of, premium,  if
any, and interest on the Bonds.

      SECTION 802.  AUTHORITY TO EXECUTE  INDENTURE AND ISSUE BONDS.  The Issuer
covenants  that it is duly  authorized  under the  Constitution  and laws of the
State of Missouri to execute  this  Indenture,  to issue the Bonds and to pledge
and  assign the Trust  Estate in the  manner and to the extent set forth  herein
that all action on its part for the execution and delivery of this Indenture and
the issuance of the Bonds has been duly and effectively taken and that the Bonds
in the  hands  of the  Owners  thereof  are and will be  valid  and  enforceable
obligations of the Issuer according to the import thereof.

      SECTION 803.  PERFORMANCE OF COVENANTS.  The Issuer covenants that it will
faithfully   perform  at  all  times  any  and  all   covenants,   undertakings,
stipulations and provisions contained in this Indenture, in the Bonds and in all
proceedings of its governing body pertaining  thereto.  Upon an Event of Default
under the Lease or this  Indenture,  the Issuer shall fully  cooperate  with the
Trustee and the Owners in order to fully  protect the rights and security of the
Owners  hereunder.

      SECTION 804.  INSTRUMENTS OF FURTHER ASSURANCE.  The Issuer covenants that
it will do,  execute,  acknowledge and deliver,  or cause to be done,  executed,
acknowledged and delivered,  such Supplemental Indentures and such further acts,
instruments,  financing  statements  and  other  documents  as the  Trustee  may
reasonably  require for the better  pledging and assigning  unto the Trustee the
property and revenues  herein  described to secure the payment of the  principal
of, premium,  if any, and interest on the Bonds. The Issuer covenants and agrees
that, except as provided herein, it will not sell, convey, mortgage, encumber or
otherwise dispose of any part of the Project or the rents, revenues and receipts
derived therefrom or from the Lease, or of its rights under the Lease.

      SECTION 805. INSURANCE PROVISIONS.

      (a) Insurance as a Condition to Disbursement.  As a condition precedent to
disbursement of funds from the Project Fund and the accounts  contained therein,
the following policies of insurance shall be in full force and effect:


                                      -21-
<PAGE>

            (i) at all times that the Bonds are  Outstanding,  the Issuer  shall
      maintain  at its  sole  cost  and  expense  general  accident  and  public
      liability  insurance  covering  the  Issuer's  operations  in or upon  the
      Project  (including  coverage for all losses  whatsoever  arising from the
      ownership, maintenance, use or operation of any automobile, truck or other
      vehicle in or upon the  Project)  under which the Issuer shall be named as
      the insured and the  Trustee  shall be  additional  named  insured,  in an
      amount not less than $1,000,000 per occurrence, which policy shall provide
      that such insurance may not be cancelled by the issuer thereof  without at
      least 30 days' advance written notice to the Issuer and the Trustee;

            (ii) at all times that the Bond are  Outstanding,  the Issuer  shall
      maintain at its sole cost and expense, in connection with the Project, the
      workers' compensation insurance required by the laws of the State; and

            (iii) at all times during the Construction Period, the Issuer shall,
      at its sole cost and expense,  maintain or cause the contractor  under its
      construction  contract  with respect to the Project to  maintain,  in full
      force and effect a policy or policies of  Builder's  Risk-Completed  Value
      Form Insurance insuring the Project against fire,  lightning and all other
      risks covered by the broadest form extended coverage  endorsement then and
      from time to time  thereafter  in use in the  State to the Full  Insurable
      Value of the Project (subject to reasonable loss deductible clauses not to
      exceed $25,000).  Such insurance coverage shall name the Issuer as insured
      and the Trustee as additional named insured, and all Net Proceeds received
      under such  policy or  policies  by the  Issuer  shall be paid over to the
      Trustee and be applied as set forth in SECTION 818 hereof.

      (b)  Insurance   After   Completion.   The  Issuer  shall,   prior  to  or
simultaneously with the expiration of the insurance provided for in clause (iii)
of subsection  (a) of this Section and while any Bonds are  Outstanding,  at its
sole cost and expense,  (a) keep the Project  constantly insured against loss or
damage by fire,  lightning  and all other  risks  covered by the  broadest  form
extended  coverage  insurance  endorsement then in use in the State in an amount
equal to the Full Insurable Value thereof (subject to reasonable loss deductible
provisions),  (b)  maintain  general  accident  and public  liability  insurance
pursuant to the  requirements  set forth in clause (i) of subsection (a) of this
Section and (c) business interruption insurance in an amount equal to the actual
loss of rents sustained.

      (c) General Insurance Provisions.

            (i) Copies of the insurance policies required under this Section, or
      originals or  certificates  or acceptable  binders  thereof,  each bearing
      notations  evidencing  payment of the  premiums or other  evidence of such
      payment  satisfactory  to the Issuer,  shall be delivered by the Issuer to
      the Trustee  within ten (10) days  following the  execution  hereof and at
      least  thirty  (30) days  prior to the  expiration  dates of any  expiring
      policies.  All policies of such  insurance and all renewals  thereof shall
      name the  Issuer  as the  insured  and the  Trustee  as  additional  named
      insured,  shall  contain  a  provision  that  such  insurance  may  not be
      cancelled  or amended by the issuer  thereof  without at least thirty (30)
      days' written notice to the Issuer and the Trustee and shall be payable to
      the Issuer and Trustee as their respective  interests  appear.  The Issuer
      hereby agrees to do anything necessary, be it the endorsement of checks or
      otherwise, to cause any such payment to be made to the Trustee, as long as
      such payment is required by this Indenture to be made to the Trustee.  Any
      charges made by the Trustee for its services shall be paid by the Issuer.

            (ii)  Each  policy of  insurance  hereinabove  referred  to shall be
      issued by a nationally recognized  responsible insurance company qualified
      under the laws of the State to assume  the risks  covered  therein  except
      that the Issuer may be self-insured as to any required insurance coverages
      with the consent of the Trustee,  which  consent will not be  unreasonably
      withheld.

            (iii) Certificates of insurance  evidencing the insurance  coverages
      herein  required shall be filed with the Trustee  continuously  as long as
      any Bonds are Outstanding.

            (iv) Each policy of insurance hereinabove referred to may be subject
      to a reasonable deductible in an amount approved by the Trustee.

            (v) Each policy of insurance required herein may be provided through
      blanket policies of insurance maintained by the Issuer.

      (c) Title  Insurance.  On or prior to the date of issuance and delivery of
the Bonds by the Issuer, the Issuer shall purchase a policy of or an endorsement
to owner's  title  insurance,  insuring  fee simple  title to the Project in the
Issuer, subject to Permitted Encumbrances, deleting the survey exception and the
coinsurance  provisions  of the  policy,  in an  amount  equal  to  the  maximum
insurable value thereof for title insurance purposes. The Issuer shall deliver a
copy of such  policy to the  Trustee  on or before the date of  issuance  of the
Bonds. The Issuer agrees that any and all proceeds received  therefrom while any
Bonds are  Outstanding  (a) if received  before the  completion  of the Project,
shall  be paid  into and  become a part of the  Project  Fund,  (b) if  received
thereafter  but before the Bonds and  interest  thereon  have been paid in full,
shall be paid  into  and  become a part of the  Debt  Service  Fund,  and (c) if
received after the Bonds,  premium,  if any, and interest thereon have been paid
in full, shall belong and be paid to the Issuer.

      SECTION 806. IMPOSITIONS.

      (a) As long as any Bonds are  Outstanding,  the Issuer shall bear, pay and
discharge, before the delinquency thereof, any and all Impositions. In the event
any  Impositions  may be  lawfully  paid in  installments,  the Issuer  shall be
required to pay only such installments  thereof as become due and payable as and
when the same become due and payable.


                                      -22-
<PAGE>

      (b) Unless the Issuer  exercises its right to contest any  Impositions  in
accordance with subsection (c) of this Section,  the Issuer shall, within thirty
(30) days after the last day for payment  (without  penalty or  interest)  of an
Imposition  which  the  Issuer  is  required  to bear,  pay and  discharge  such
Imposition pursuant to the terms hereof and deliver to the Trustee a photostatic
or other suitable copy of the statement  issued  therefor duly receipted to show
the payment thereof.

      (c) The Issuer  shall have the right to contest the  validity or amount of
any Imposition by  appropriate  legal  proceedings  instituted at least ten (10)
days before the  Imposition  complained of becomes  delinquent if, and provided,
that the Issuer (a) before instituting any such contest,  shall give the Trustee
written  notice of its  intention  to do so and, if  requested in writing by the
Trustee,  shall  deposit  with the  Trustee  a surety  bond of a surety  company
acceptable to the Trustee as surety, in favor of the Trustee,  or cash, in a sum
of at least the amount of the  Imposition so contested,  assuring the payment of
such  contested  Impositions  together with all interest and penalties to accrue
thereon and court costs,  (b) diligently  prosecutes any such contest and at all
times  effectively  stays or prevents  any official or judicial  sale  therefor,
under execution or otherwise, and (c) promptly pays any final judgment enforcing
the Imposition so contested and thereafter  promptly  procures record release or
satisfaction  thereof.  The Issuer shall indemnify and hold harmless the Trustee
from any costs and expenses the Trustee may incur related to any such contest.

      (d) Unless the Issuer  exercises its right to contest any  Impositions  in
accordance with subsection (c) of this Section,  the Issuer shall, within thirty
(30) days after the last day for payment  (without  penalty or  interest)  of an
Imposition  which  the  Issuer  is  required  to bear,  pay and  discharge  such
Imposition pursuant to the terms hereof and deliver to the Trustee a photostatic
or other suitable copy of the statement  issued  therefor duly receipted to show
the payment thereof.

      SECTION 807. USE OF PROJECT.  Subject to the provisions of this Indenture,
the Issuer  shall  have the right to use the  Project  for any and all  purposes
allowed by law.  The Issuer shall comply with all  statutes,  laws,  ordinances,
orders,  judgments,  decrees,  regulations,  directions and  requirements of all
federal, state, local and other governments or governmental authorities,  now or
hereafter  applicable to the Project or to any adjoining  public ways, as to the
manner of use or the condition of the Project or of adjoining  public ways.  The
Issuer shall comply with the mandatory  requirements,  rules and  regulations of
all insurers  under the policies  required to be carried under the provisions of
this Indenture.  The Issuer shall pay all reasonable  costs,  expenses,  claims,
fines,  penalties and damages that may in any manner arise out of, or be imposed
as a result of, the failure of the Issuer to comply with the  provisions of this
Section.

      SECTION 808. REPAIRS AND MAINTENANCE. The Issuer covenants and agrees that
it will, while any Bonds are Outstanding,  keep and maintain the Project and all
parts  thereof in good  condition  and repair,  including but not limited to the
furnishing of all parts,  mechanisms and devices required to keep the machinery,
equipment  and  personal  property  constituting  a part of the  Project in good
mechanical and working  order,  and that during said period of time it will keep
the  Project and all parts  thereof  free from  filth,  nuisance  or  conditions
unreasonably increasing the danger of fire.

      SECTION 809.  ENVIRONMENTAL  MATTERS. The Issuer is solely responsible for
maintaining the Project in compliance with all Environmental  Laws. In the event
that the Issuer does not  expeditiously  proceed with any compliance action with
respect  to the  Project  lawfully  required  by any  local,  state  or  federal
authority under applicable  Environmental  Law, the Trustee,  immediately  after
notice to the Issuer,  may elect (but may not be  required)  to  undertake  such
compliance.  Any moneys  expended  by the  Trustee in efforts to comply with any
applicable   Environmental  Law  (including  the  cost  of  hiring  consultants,
undertaking sampling and testing,  performing any cleanup necessary or useful in
the  compliance  process  and  attorneys'  fees)  shall  be due and  payable  as
Additional  Payments  hereunder  with  interest  thereon at the average  rate of
interest per annum on the Bonds, plus two (2) percentage  points,  from the date
such cost is incurred.  There shall be  unlimited  recourse to the Issuer to the
extent of any liability  incurred by the Trustee with respect to any breaches of
the provisions of this Section.

      The Issuer shall indemnify the Trustee and the Owners and shall defend and
hold  them  harmless  from and  against  all  loss,  cost,  damage  and  expense
(including, without limitation, attorneys' fees and costs associated incurred in
the  investigation,  defense  and  settlement  of  claims)  that they may incur,
directly  or  indirectly,  as a result of or in  connection  with the  assertion
against them or any of them of any claim  relating to the presence on, escape or
removal from the Project of any hazardous  substance or other material regulated
by  any  applicable   Environmental  Law,  or  compliance  with  any  applicable
Environmental  Law,  whether  or not the Bonds  shall be  Oustanding,  including
claims relating to personal injury or damage to property.

      SECTION 810.  UTILITIES.  Pursuant to the Lease, all utilities and utility
services  to be  provided  by the  Issuer in, on or about the  Project  shall be
contracted  for by the  Issuer  in the  Issuer's  own  name  and paid for by the
Issuer, and the Issuer shall, at its sole cost and expense,  procure any and all
permits, licenses or authorizations necessary in connection therewith.

      SECTION 811.  INSPECTION OF PROJECT BOOKS. The Issuer covenants and agrees
that all books and documents in its  possession  relating to the Project and the
rents, revenues and receipts derived from the Project shall at all times be open
to inspection by such accountants or other agencies as the Trustee may from time
to time designate.

      SECTION 812.  ENFORCEMENT OF RIGHTS UNDER THE LEASE.  The Issuer covenants
and agrees that it shall enforce all of its rights and all of the obligations of
the Tenant  under the Lease to the extent  necessary  to preserve the Project in
good order and  repair,  and to protect the rights of the Trustee and the Owners
hereunder with respect to the pledge and  assignment of the rents,  revenues and
receipts  coming due under the  Lease.  The Issuer  agrees  that the  Trustee as
assignee  of the Lease in its name or in the name of the Issuer may  enforce all
rights of the Issuer and all obligations of the Tenant under and pursuant to the
Lease for and on behalf of the  Owners,  whether or not the Issuer is in default
hereunder.

      SECTION  813.  POSSESSION  AND USE OF  PROJECT.  So long as not  otherwise
provided in this  Indenture,  the Issuer  shall be  suffered  and  permitted  to
possess,  use and enjoy the  Project  and  appurtenances  so as to carry out its
obligations under the Lease.


                                      -23-
<PAGE>

      SECTION 814. FINANCIAL STATEMENTS AND ANNUAL BUDGET.

      (a) So long as any Bonds are  Outstanding  and  unpaid,  the Issuer  shall
furnish or cause to be  furnished  to the Trustee and the Series 2002  Placement
Agent, as soon as practicable after the end of each fiscal year and in any event
within one hundred and eighty  (180) days  thereafter,  duplicate  copies of the
financial  statements of the Issuer prepared by a certified public accountant or
a firm of certified public accountants, which accountant or accountants shall be
of recognized standing selected by the Issuer.  Such financial  statements shall
set forth in comparative  form the figures for the previous fiscal year and such
financial  statements  shall be prepared in accordance  with generally  accepted
accounting principles  consistently applied (except for any change in accounting
principles  with which such public  accountants  concur) and the  examination of
such  accountants in connection with such financial  statements shall be made in
accordance with generally accepted auditing  standards,  and accordingly include
such tests of the  accounting  records  and such other  auditing  procedures  as
considered necessary in the circumstances.

      (b) No later  than 30 days  prior to the end of each  calendar  year,  the
Issuer  shall  submit to the  Trustee and the Series  2002  Placement  Agent the
Annual Budget for the  following  calendar  year shown on a monthly  basis.  The
Annual  Budget  shall be  certified  by the  manager  of the  Issuer as true and
correct and shall include the estimated  revenues and expenses of the Project by
category for the following  year.  In addition,  the Annual Budget shall include
the monthly amounts to be deposited into the Tax and Insurance Fund.

      (c) Such financial  information and Annual Budget shall be provided to any
Owner upon request and at the expense of such Owner.

      SECTION 815. PROJECT COVENANTS.

      (a) Acquisition,  Purchase,  Construction and Installation of the Project.
The  Issuer  will  acquire,  purchase,  construct  and  install  the  Project in
accordance with the Plans and Specifications.  The Issuer may make minor changes
in and to the Plans and  Specifications,  but major  changes  shall only be made
with the prior written  approval of the Trustee.  The Issuer agrees that it will
use its best  efforts  to cause  the  acquisition,  purchase,  construction  and
installation  of the Project to be  completed  as soon as  practicable  with all
reasonable dispatch.

      (b) Project Contracts; Project Documents.

            (i) It is  recognized  by  the  parties  hereto  that  prior  to the
      execution  hereof the Issuer has entered into a contract or contracts with
      respect to the acquisition  and/or  construction of the Improvements  (the
      "PROJECT CONTRACTS"). Prior to the execution hereof, certain work has been
      or may  have  been  performed  on the  Project  pursuant  to said  Project
      Contracts or otherwise.  The Issuer hereby conveys,  transfers and assigns
      to the Trustee all of the Issuer's interest in the Project Contracts.  The
      Issuer  shall cause the Project  Contracts  to be fully  performed  by the
      contractor(s)  thereunder in accordance  with the terms  thereof,  and the
      Issuer  covenants to cause the  Improvements  to be acquired,  constructed
      and/or  completed in  accordance  with the Project  Contracts.  The Issuer
      warrants that the construction  and/or  acquisition of the Improvements in
      accordance  with said Project  Contracts  will result in the Project being
      suitable  for use by the  Issuer  for its  purposes.  Any and all  amounts
      received by the Issuer or the Trustee from any of the contractors or other
      suppliers  by way of breach of  contract,  refunds  or  adjustments  shall
      become a part of and be  deposited  in the  Project  Fund or the  accounts
      contained therein.

            (ii) The Issuer,  at its own cost and  expense,  will deliver to the
      Trustee  copies of the following  documents  (which shall be  collectively
      referred  to  herein as the  "PROJECT  DOCUMENTS")  concurrently  with the
      initial  issuance and delivery of the Series 2002 Bonds or at such time as
      such documents  become  available and in any event by such time as work is
      commenced on the portion of the Project to which they relate:

                  (A) Plans and Specifications. All Plans and Specifications.

                  (B)  Construction  Contracts.  The  guaranteed  maximum  price
            general contractor's contract for the Project.

                  (C)  Performance  and Payment Bonds.  Performance  and payment
            bonds in amounts equal to  one-hundred  percent of the Project Costs
            insuring the Issuer and the Trustee,  as their respective  interests
            may appear  against  all delays in  completion  of all  construction
            contracts,  against  failure  timely  to  complete  the  Project  in
            accordance with the Plans and Specifications, and against claims for
            payment to cover labor and material used or reasonably  required for
            use in the performance of the construction contracts.

                  (D)  Survey.  Survey  of  the  Land,  prepared  by a  surveyor
            licensed  in the  State  in  accordance  with  the  standard  detail
            requirements  for land title  surveys  adopted by ALTA and AC SM, as
            revised and in effect on the date of such survey,  and  certified to
            the  Trustee  not more  than 90 days  prior to the date of  original
            issuance  of the  Series  2002  Bonds,  indicating  location  of any
            existing  facilities on the real property,  or such surveys to be in
            such other form as may be acceptable to the Trustee.

                  (D) Environmental  Audit. A phase I environmental audit of the
            Project.

                  (E)  Insurance.   Certificate(s)  of  insurance  demonstrating
            compliance with the provisions of SECTION 805 hereof.


                                      -24-
<PAGE>

                  (F)   Assignment   of   Construction   Documents  and  General
            Contractor Consent. An assignment of the construction documents from
            the Issuer to the Trustee and a consent to such  assignment from the
            general  contractor  employed  for the Project and the  agreement of
            such general contractor, to the effect that upon an Event of Default
            by the  Issuer  hereunder,  said  general  contractor  will,  at the
            request of the Trustee, continue performance under its contract with
            the Issuer in  accordance  with the terms  thereof,  provided  it is
            reimbursed in accordance with said contract for all services,  work,
            labor and materials rendered under such contract.

                  (G) Assignment of Architectural and Engineering  Documents and
            Architect   Consent.   An  assignment  of  the   architectural   and
            engineering  documents  from the Issuer to the Trustee and a consent
            to such assignment  from the architect  employed for the Project and
            the agreement of the architect,  to the effect that upon an Event of
            Default by the Issuer hereunder, said architect will, at the request
            of the Trustee,  continue  performance  under its contract  with the
            Issuer  in  accordance  with  the  terms  thereof,  provided  it  is
            reimbursed  in  accordance  with  said  contract  for  all  services
            rendered under such contract.

      The  Issuer  covenants  and agrees to obtain and  thereafter  promptly  to
deliver to the Trustee all remaining  construction  contracts,  purchase orders,
approvals, licenses and permits required or necessary for the Project.

      (c)  Payment  of  Project  Costs for  Buildings,  Structures,  Facilities,
Additions and Improvements. The Issuer hereby agrees to pay for the construction
and  installation  of  the  buildings,  structures,  facilities,  additions  and
improvements  constituting a part of the  Improvements  and for the purchase and
acquisition of any  machinery,  equipment and personal  property  constituting a
part of the Improvements.

      (d)  Completion  of Project.  The Issuer  covenants  and agrees to proceed
diligently to complete the Project on or before the Completion Date.

      (e)  Deficiency  of Project  Fund.  If the Project  Fund and the  accounts
contained  therein shall be  insufficient  to pay fully all Project Costs and to
fully  complete the  Project,  lien free,  the Issuer  covenants to pay the full
amount of any such deficiency by making payments directly to the contractors and
to the suppliers of materials,  machinery,  equipment,  property and services as
the same shall become due.

      (f)  Surplus in Project  Fund.  In the event  funds are  remaining  in the
Project  Fund  or  any  of the  accounts  contained  therein  on  the  date  the
Certificate  of  Completion is furnished to Trustee or on the  Completion  Date,
whichever  shall first occur,  such remaining  funds shall be transferred by the
Trustee to the applicable account within the Debt Service Fund on the Completion
Date and shall be applied in accordance with the provisions of SECTION 504.

      (g)  Enforcement of Contracts and Surety Bonds. In the event of a material
default of any contractor or subcontractor  under any  construction  contract or
any other  contract  made in connection  with the Project,  or in the event of a
material  breach of  warranty  with  respect to any  materials,  workmanship  or
performance,   the  Issuer  will  promptly  proceed,  either  separately  or  in
conjunction with others, to pursue diligently the remedies of the Issuer against
the  contractor  or  subcontractor  in default  and against any surety on a bond
securing  the  performance  of such  contract.  Any amounts  recovered by way of
damages,  refunds,  adjustments  or otherwise in connection  with the foregoing,
after deduction of expenses incurred in such recovery and after reimbursement to
the Issuer of any  amounts  theretofore  paid by the  Issuer and not  previously
reimbursed  to the Issuer for  correcting or remedying of the default which gave
rise to the proceedings against the contractor,  subcontractor or surety,  shall
be paid into the Project Fund if received  before the date of  completion of the
Project, and otherwise shall be deposited into the Debt Service Fund and applied
as provided in SECTION 604.

      (h) Granting of  Easements.  If no Event of Default  under this  Indenture
shall have occurred and be continuing, the Issuer may, at any time or times, (a)
grant  easements,  licenses  and other  rights or  privileges  in the  nature of
easements  with respect to any property  included in the Project,  free from any
rights of the Owners, or (b) release existing easements, licenses, rights-of-way
and other rights or privileges,  all with or without consideration and upon such
terms and conditions as the Issuer shall determine;  provided, however, that the
Issuer shall  provide to the Trustee a  certificate  executed by the  Authorized
Issuer Representative  stating that (A) such grant or release is not detrimental
to the  proper  conduct of the  business  of the  Issuer,  and (B) such grant or
release will not impair the  effective  use or interfere  with the efficient and
economical operation of the Project and will not materially adversely affect the
security  of the  Owners.  If no Event of  Default  shall have  happened  and be
continuing,  any payments or other consideration  received by the Issuer for any
such grant or with respect to or under any such  agreement or other  arrangement
shall be and remain the property of the Issuer.

      SECTION  816.  REMOVAL OF MACHINERY  AND  EQUIPMENT;  IMPROVEMENTS  TO THE
PROJECT.

      (a) Removal,  Disposition and Substitution of Machinery and Equipment. The
Issuer shall have the right,  provided no Event of Default  shall have  happened
and be continuing, to remove and sell or otherwise dispose of (any such removal,
sale or  disposition  referred to in this Section as a "Removal")  any machinery
and  equipment  which  constitutes  a part of the Project and which is no longer
used by the Issuer or, in the opinion of the Issuer,  is no longer  suitable for
use by the Issuer in its  operations  (whether  by reason of changed  processes,
changed techniques, obsolescence,  depreciation or otherwise), subject, however,
to the following conditions:

            (i) With respect only to such items of machinery and equipment  that
      originally cost $25,000 or more:

                  (A) Prior to any  Removal,  the  Issuer  shall  deliver to the
            Trustee a certificate signed by the Authorized Issuer Representative
            (1) containing a complete description, including the make, model and
            serial numbers, if any, of any machinery and equipment  constituting
            a part of the Project  which it  proposes to so remove,  (2) stating
            the reason for such Removal,  (3) stating what disposition,  if any,
            of the  machinery  and  equipment  is to be made by the Issuer after
            such  Removal  and the  names of the party or  parties  to whom such
            disposition  is to be made and the  consideration  to be received by
            the Issuer therefor, if any, and (4) setting forth the original cost
            and the current fair market value of such  machinery and  equipment;
            provided,  however,  that in no event shall the current  fair market
            value of such machinery and equipment be less than the consideration
            to be received by the Issuer  upon the  disposition  thereof be less
            than the current fair market value.

                                      -25-
<PAGE>

                  (B)  Prior to any  such  Removal,  the  Issuer  shall  pay the
            current fair market  value of such  machinery  and  equipment as set
            forth in said  certificate  to the  Trustee  and the  Trustee  shall
            deposit such amount in the Debt Service Fund.

                  (C)  The  Issuer  may  remove  any   machinery  and  equipment
            constituting a part of the Project  without first complying with the
            provisions of subparagraph  (B) above so long as the Issuer promptly
            replaces any such  machinery and equipment so removed with machinery
            and equipment of the same or a different  kind but which are capable
            of performing the same function,  efficiently,  as the machinery and
            equipment so removed, and the machinery and equipment so acquired by
            the Issuer to replace such machinery and equipment shall be deemed a
            part  of the  Project.  Within  thirty  (30)  days  after  any  such
            replacement by the Issuer, the Issuer shall deliver to the Trustee a
            certificate of the Authorized Issuer Representative  setting forth a
            complete  description,  including make, model and serial numbers, if
            any, of the machinery and equipment which the Issuer has acquired to
            replace the machinery  and  equipment so removed by the Issuer,  the
            cost thereof and a statement  that said machinery and equipment have
            been installed.

            (ii)  With  respect  to  items  of  machinery  and  equipment   that
      originally cost less than $25,000, the Issuer shall deliver to the Trustee
      a certificate  setting forth the facts provided for in subparagraph (1)(A)
      above. In no event shall the Issuer annually remove items of machinery and
      equipment having an aggregate original cost of more than $100,000 pursuant
      to this subsection (ii).

      All  machinery and  equipment  constituting  a part of the Project that is
removed by the Issuer pursuant to this Section may be sold or otherwise disposed
of by the Issuer without accounting to the Trustee with respect thereto.  In all
cases,  the Issuer  shall pay all the costs and expenses of any such Removal and
shall  immediately  repair  at its  expense  all  damage to the  Project  caused
thereby.  The  Issuer's  rights  under  this  Article  to remove  machinery  and
equipment  constituting  a part of the  Project is  intended  only to permit the
Issuer to maintain an efficient  operation by the Removal of such  machinery and
equipment  no longer  suitable  to the  Issuer's  use for any of the reasons set
forth in this  paragraph  and  such  right is not to be  construed  to  permit a
Removal under any other  circumstances  and shall not be construed to permit the
wholesale Removal of such machinery and equipment by the Issuer.

      (b) Additions, Improvements, Modifications and Alterations to the Project.
The  Issuer  shall  have and is  hereby  given the  right,  at its sole cost and
expense, to make such additions, improvements, modifications, and alterations in
and to any  part of the  Project  as the  Issuer  from  time to  time  may  deem
necessary  or  advisable;  provided,  however,  the  Issuer  shall  not make any
additions,  improvements,  modifications  or  alterations  which will  adversely
affect the  operation  of the  Project or  substantially  reduce its value.  All
additions,  improvements,  modifications  and  alterations  made  by the  Issuer
pursuant to the  authority  of this Section  shall (i) be made in a  workmanlike
manner and in strict compliance with all laws and ordinances applicable thereto,
(ii) when commenced,  be prosecuted to completion with due diligence,  and (iii)
when completed, shall be deemed a part of the Project;  provided,  however, that
additions  of  machinery,  equipment  or personal  property  of the Issuer,  not
purchased or acquired from funds  deposited  with the Trustee  hereunder and not
constituting  a part of the Project  shall remain the  separate  property of the
Issuer and may be removed by the Issuer.

      (c)  Additional  Improvements  on the Land.  The Issuer  shall have and is
hereby given the right,  at its sole cost and expense,  to construct on the Land
or within areas occupied by the Improvements,  or in airspace above the Project,
such additional  buildings and  improvements as the Issuer may from time to time
deem  necessary  or  advisable.   All  additional   buildings  and  improvements
constructed by the Issuer pursuant to the authority of this Section shall, while
any Bonds remain Outstanding, remain the property of the Issuer and may be added
to,  altered  or razed  and  removed  by the  Issuer  at any  time . The  Issuer
covenants and agrees (a) to make all repairs and restorations,  if any, required
to be  made  to  the  Project  because  of the  construction  of,  addition  to,
alteration or removal of, said additional buildings or improvements, (b) to keep
and maintain said  additional  buildings and  improvements in good condition and
repair,  ordinary  wear  and  tear  excepted  and (c) to  promptly  and with due
diligence either raze and remove from the Land, in a good,  workmanlike  manner,
or repair,  replace or restore such of said additional buildings or improvements
as may from time to time be damaged by fire or other casualty.

      (d) Permits and  Authorizations.  The Issuer shall not do or permit others
under its control to do any work in or in connection with the Project or related
to any repair, rebuilding,  restoration,  replacement, alteration of or addition
to the Project,  or any part thereof,  unless all requisite  municipal and other
governmental  permits and authorizations shall have first been procured and paid
for.  All  such  work  shall  be done in a good and  workmanlike  manner  and in
compliance  with all  applicable  building,  zoning and other laws,  ordinances,
governmental   regulations   and   requirements   and  in  accordance  with  the
requirements,  rules and regulations of all insurers under the policies required
to be carried under the provisions of this Indenture.

      (e) Mechanics' Liens.

            (i) The Issuer  shall not do or permit  anything to be done  whereby
      the Project,  or any part thereof,  may be encumbered by any mechanics' or
      other  similar  lien and if,  whenever and so often as any  mechanics'  or
      other similar lien is filed against the Project, or any part thereof,  the
      Issuer shall  discharge  the same of record  within thirty (30) days after
      the date of  filing.  Notice is hereby  given  that the  Trustee  does not
      authorize or consent to and shall not be liable for any labor or materials
      furnished to the Issuer or anyone claiming by, through or under the Issuer
      upon credit,  and that no  mechanics'  or similar lien for any such labor,
      services or materials shall attach to or affect the  reversionary or other
      estate of the Issuer in and to the Project, or any part thereof.


                                      -26-
<PAGE>

            (ii) Notwithstanding subsection (a) above, the Issuer shall have the
      right to contest any such  mechanics' or other similar lien if within said
      30 day period  stated above the Issuer (A) notifies the Trustee in writing
      of its intention so to do, and if requested by the Trustee,  deposits with
      the  Trustee a surety bond issued by a surety  company  acceptable  to the
      Trustee as surety,  in favor of the Trustee or cash,  in the amount of the
      lien claim so contested,  indemnifying and protecting the Trustee from and
      against any liability,  loss, damage, cost and expense of whatever kind or
      nature  growing out of or in any way connected with said asserted lien and
      the contest thereof, (B) diligently  prosecutes such contest, at all times
      effectively  staying or  preventing  any official or judicial  sale of the
      Project or any part  thereof  or  interest  therein,  under  execution  or
      otherwise, and (C) promptly pays or otherwise satisfies any final judgment
      adjudging or enforcing such  contested lien claim and thereafter  promptly
      procures  record  release  or  satisfaction   thereof.  The  Issuer  shall
      indemnify and hold  harmless the Trustee from any loss,  costs or expenses
      the Trustee may incur in relation to any such contest.

      SECTION 817. DAMAGE, DESTRUCTION AND CONDEMNATION.

      (a) Damage and Destruction.

            (i) If the Project is damaged or destroyed,  in whole or in part, by
      fire or other  casualty,  the Issuer shall promptly  notify the Trustee in
      writing as to the nature and extent of such  damage or loss and whether it
      is practicable and desirable to rebuild,  repair,  restore or replace such
      damage or loss.

            (ii) If the Issuer shall determine that such rebuilding,  repairing,
      restoring or  replacing is  practicable  and  desirable,  the Issuer shall
      forthwith  proceed  with  and  complete  with  reasonable   dispatch  such
      rebuilding,  repairing,  restoring or replacing of the property damaged or
      destroyed so as to place the Project in  substantially  the same condition
      as existed  prior to the event  causing such damage or  destruction,  with
      such changes,  alterations and  modifications  (including the substitution
      and  addition  of other  property)  as may be desired by the Issuer and as
      will not impair the operating unity or productive capacity of the Project.
      In such case,  any Net  Proceeds  of casualty  insurance  required by this
      Indenture  and  received  with  respect to any such  damage or loss to the
      Project shall be paid to the Trustee and shall be deposited in the Project
      Replacement  Fund and shall be used and  applied for the purpose of paying
      the cost of such rebuilding, repairing, restoring or replacing such damage
      or loss. Any amount  remaining in the Project  Replacement Fund after such
      rebuilding,  repairing, restoring or replacing shall be deposited into the
      Debt Service Fund.

            (iii) If the Issuer  shall  determine  that  rebuilding,  repairing,
      restoring or replacing the Project is not practicable  and desirable,  any
      Net Proceeds of casualty insurance required by this Indenture and received
      with respect to any such damage or loss to the Project  shall be paid into
      the Debt  Service  Fund and shall be used to redeem  Bonds on the earliest
      possible  redemption  date pursuant to ARTICLE III. The Issuer agrees that
      it shall  be  reasonable  in  exercising  its  judgment  pursuant  to this
      subsection (iii).

            (iv) The Issuer shall not, by reason of its  inability to use all or
      any part of the Project  during any period in which the Project is damaged
      or destroyed,  or is being repaired,  rebuilt,  restored or replaced or by
      reason  of the  payment  of  the  costs  of  such  rebuilding,  repairing,
      restoring or replacing,  be entitled to any reimbursement or any abatement
      or  diminution  of the amounts  payable by the Issuer  hereunder or of any
      other  obligations of the Issuer under this Indenture  except as expressly
      provided in this Section.

            (v) Anything in this Section to the  contrary  notwithstanding,  the
      Trustee shall have the right at any time and from time to time to withhold
      payment of all or any part of the Net Proceeds  attributable  to damage or
      destruction  of the  Project  to the  Issuer or any third  party  from the
      Project  Replacement  Fund if an  Event of  Default  has  occurred  and is
      continuing,  or the Trustee has given  notice to the Issuer of any default
      which,  with the passage of time, will become an Event of Default.  In the
      event the Issuer shall cure any defaults specified herein, the Trustee may
      make payments  from the Net Proceeds to the Issuer in accordance  with the
      provisions of this Section.

      (b) Condemnation.

            (i) If title to,  or the  temporary  use of,  all or any part of the
      Project  shall be  condemned  by any  authority  exercising  the  power of
      eminent domain,  the Issuer shall,  within ninety (90) days after the date
      of  entry of a final  order in any  eminent  domain  proceedings  granting
      condemnation, notify the Trustee in writing as to the nature and extent of
      such  condemnation  and whether it is practicable and desirable to acquire
      or construct substitute improvements.

            (ii)  If the  Issuer  shall  determine  that  such  substitution  is
      practicable  and desirable,  the Issuer shall  forthwith  proceed with and
      complete with reasonable  dispatch the acquisition or construction of such
      substitute  improvements,  so as to place the Project in substantially the
      same  condition as existed  prior to the exercise of such power of eminent
      domain,  including the acquisition or  construction of other  improvements
      suitable for the Issuer's operations of the Project. In such case, any Net
      Proceeds  received from any award or awards with respect to the Project or
      any part  thereof made in such  condemnation  or eminent  domain  proceeds
      shall  be paid to the  Trustee  and  shall  be  deposited  in the  Project
      Replacement  Fund and shall be used and  applied for the purpose of paying
      the  cost  of such  substitution.  Any  amount  remaining  in the  Project
      Replacement Fund after such acquisition or construction shall be deposited
      into the Debt Service Fund. If such Net Proceeds are not sufficient to pay
      in full the  costs of such  substitution,  the  Issuer  shall  nonetheless
      complete the work thereof and shall pay that portion of the costs  thereof
      in excess of the amount of such Net Proceeds.

            (iii) If the Issuer shall  determine that it is not  practicable and
      desirable  to  acquire  or  construct  substitute  improvements,  any  Net
      Proceeds of condemnation  awards received by the Issuer shall be paid into
      the Debt  Service  Fund and shall be used to redeem  Bonds on the earliest
      possible  redemption  date pursuant to ARTICLE III. The Issuer agrees that
      it shall  be  reasonable  in  exercising  its  judgment  pursuant  to this
      subsection (iii).


                                      -27-
<PAGE>

            (iv) The Issuer shall not, by reason of its  inability to use all or
      any  part  of the  Project  during  any  such  period  of  restoration  or
      acquisition nor by reason of the payment of the costs of such  restoration
      or  acquisition,  be entitled to any  reimbursement  or any  abatement  or
      diminution of the amounts payable by the Issuer hereunder nor of any other
      obligations hereunder except as expressly provided in this Section.

      SECTION  818.  ASSIGNMENT.  The  Issuer  shall have the right to assign or
transfer  this  Indenture  or any  interest  therein or part  thereof,  with the
written consent of the Trustee, for any lawful purpose;  provided,  however, the
prior  written  consent of the Trustee shall not be required if such assignee or
transferee  is an  Affiliate.  With  respect to any  assignment  (including  any
assignment  to an  Affiliate),  the  Issuer  shall  comply  with  the  following
conditions:

            (1)  Such  assignment  shall  be  in  writing,   duly  executed  and
      acknowledged by the assignor and in proper form for recording;

            (2) A duplicate  original of such  assignment  shall be delivered to
      the  Trustee  not  later  than  thirty  (30)  days  prior to the  proposed
      effective date, together with an assumption  agreement,  duly executed and
      acknowledged  by the assignee in proper form for  recording,  by which the
      assignee  shall assume all of the terms,  covenants and conditions of this
      Indenture on the part of the Issuer to be performed and observed;

            (3) At the time of any such  assignment  there shall be no damage or
      destruction  to the  Project  which has not been  repaired,  restored  and
      replaced in accordance with the provisions of this  Indenture,  unless any
      funds then held by the Issuer for the purposes of such repair, restoration
      and replacement are simultaneously transferred to the assignee;

            (4)  The  Tenant  shall  have  delivered  to the  Trustee  in  forms
      satisfactory  to the Trustee (i) its written  consent to such  assignment,
      transfer or disposition and (ii) an estoppel  certificate  with respect to
      there being no defaults or events of default under the Lease;

            (5) Moody's shall reaffirm the then current rating on the Bonds; and

            (6) There  shall be  delivered  to the Trustee an opinion of counsel
      that all conditions precedent to such assignment have been satisfied.

      Upon the  satisfaction  of the conditions  set forth herein,  the assignor
shall be relieved of all further liability  occurring on and after the effective
date of such assignment,  provided,  however,  such assignment shall not relieve
the assignor of its obligations pursuant to SECTION 819.

      SECTION 819.  INDEMNIFICATION  BY THE ISSUER.  The Issuer shall and hereby
covenants and agrees to indemnify, protect, defend and hold harmless the Trustee
from and against any and all claims,  demands,  liabilities and costs, including
reasonable attorneys' fees, except those claims,  demands,  liabilities or costs
which have arisen from the bad faith,  willful misconduct or gross negligence of
the Trustee,  arising from damage or injury,  actual or claimed,  of  whatsoever
kind or character, to property or persons, occurring in, on or about the Project
while any of the Bonds are Outstanding,  and upon timely written notice from the
Trustee, the Issuer shall defend the Trustee in any action or proceeding brought
thereon;  provided,  however,  that nothing  contained in this Section  shall be
construed  as  requiring  the  Issuer to  indemnify  the  Trustee  for any claim
resulting from any act or omission of the Trustee, or its agents and employees.

      SECTION 820. ADDITIONAL COVENANTS OF THE ISSUER.

      (a) The Issuer shall  construct and operate the Project in accordance with
all applicable federal, state and local laws, ordinances,  rules and regulations
and all  agreements  and  instruments  to  which it is a party or by which it is
bound.

      (b) The Issuer  shall not sell,  transfer,  convey,  encumber or otherwise
dispose  of the  Project  or any part  thereof  while any Bonds are  Outstanding
except as provided in this Indenture,  and the Issuer hereby further agrees that
any sale,  transfer or other  disposition of the Project in violation  hereof or
thereof shall be null, void and without effect, shall cause a reversion of title
to the Issuer and shall be ineffective to relieve the Issuer of its  obligations
under this Indenture.

      (c) The  Issuer  shall  not  demolish  any part of the  Project  except in
accordance with the Plans and  Specifications  or substantially  remove from the
Project any real or personal property.

      (d) The Issuer  shall not  execute  any other  agreement  with  provisions
contradictory to, or in opposition to, the provisions  hereof, and in any event,
the  requirements  of this  Indenture are paramount  and  controlling  as to the
rights and obligations  herein set forth and supersede any other requirements in
conflict herewith.

      (e) the Issuer  shall cause all  payments  to be made by Tenant  under the
Lease to be paid  directly to the Trustee for deposit into the Revenue  Fund. If
Issuer  shall at any time  receive  all or any part of a payment  made by Tenant
under the Lease, the Issuer shall immediately  deliver such funds to the Trustee
for deposit into the Revenue Fund.


                                      -28-
<PAGE>

      SECTION 821.  TITLE  INSURANCE.  The Issuer shall provide to the Trustee a
standard  1970  ALTA  mortgage  loan  policy  or  policies  of title  insurance,
including  mechanic's  lien coverage,  showing the Trustee as the insured party,
with respect to the Mortgaged Property,  together with an endorsement equivalent
to ALTA 100 and an appropriate ALTA zoning  endorsement,  in an aggregate amount
not less than the  principal  amount of the Series 2002 Bonds,  which  policy or
policies shall insure that the Trustee has a first lien pursuant to the Mortgage
on the Mortgaged Property, subject only to Permitted Encumbrances.

                                   ARTICLE IX

                               REMEDIES ON DEFAULT

      SECTION 901. ACCELERATION OF MATURITY IN EVENT OF DEFAULT.

      (a) If an Event of Default shall have occurred and be continuing after the
expiration of any applicable cure period,  the Trustee may, and shall,  upon the
written request of the Owners of not less than 25% in aggregate principal amount
of Bonds then  Outstanding,  declare the principal of all Bonds then Outstanding
and the interest  accrued thereon to be immediately due and payable by notice in
writing delivered to the Issuer, and such principal and interest shall thereupon
become and be immediately due and payable.

      (b) If, at any time after  such  declaration,  but before the Bonds  shall
have matured by their terms, all overdue  installments of principal and interest
on the Bonds,  together with the reasonable and proper  expenses of the Trustee,
and all other sums then payable by the Issuer under this Indenture  shall either
be paid or provision satisfactory to the Trustee shall be made for such payment,
then and in every such case the Trustee shall, but only with the approval of the
Owners  of not  less  than  50%  in  aggregate  principal  amount  of the  Bonds
Outstanding, rescind such declaration and annul such default in its entirety.

      (c) In case of any  rescission  of a default,  then and in every such case
the  Issuer,  the  Trustee  and the Owners  shall be  restored  to their  former
position and rights hereunder respectively,  but no such rescission shall extend
to any  subsequent  or other  default  or Event of  Default  or impair any right
consequent thereon.

      SECTION 902. EXERCISE OF REMEDIES BY THE TRUSTEE.

      (a) If an Event of Default  shall have  occurred  and be  continuing,  the
Trustee  may pursue and  exercise  any  available  remedy at law or in equity by
suit,  action,  mandamus or other proceeding  (including  foreclosure  under the
Mortgage)  or exercise  one or more of the rights and powers  conferred  by this
Article or the Mortgage in such manner as the Trustee, being advised by counsel,
shall deem most  expedient in the interests of the Owners to enforce the payment
of  the  principal  of,  premium,  if  any,  and  interest  on  the  Bonds  then
Outstanding,  and to  enforce  and  compel  the  performance  of the  duties and
obligations of the Issuer as herein set forth.

      (b) All rights of action  under this  Indenture  or under any of the Bonds
may be enforced by the Trustee without the possession of any of the Bonds or the
production thereof in any trial or other proceedings  relating thereto,  and any
such suit or  proceeding  instituted by the Trustee shall be brought in its name
as Trustee without  necessity of joining as plaintiffs or defendants any Owners,
and any recovery of judgment  shall,  be for the equal benefit of all the Owners
of the Outstanding Bonds.

      SECTION 903. LIMITATION ON EXERCISE OF REMEDIES BY OWNERS. No Owner of any
Bond shall have any right to institute any suit,  action or proceeding in equity
or at law for the  enforcement  of this  Indenture  or for the  execution of any
trust  hereunder  or for the  appointment  of a  receiver  or any  other  remedy
hereunder,  unless (a) a default hereunder has occurred of which the Trustee has
knowledge,  (b) such  default  shall have  become an Event of  Default,  (c) the
Owners  of not less  than  25% in  aggregate  principal  amount  of  Bonds  then
Outstanding  shall have made,  written  request  to the  Trustee  and shall have
offered the Trustee  reasonable  opportunity  either to proceed to exercise  the
powers  hereinbefore  granted or to institute such action, suit or proceeding in
its own name,  and (d) the Trustee shall  thereafter  fail or refuse to exercise
the powers hereinbefore  granted or institute such action, suit or proceeding in
its own name.  Such knowledge and request are hereby  declared in every case, at
the option of the Trustee,  to be  conditions  precedent to the execution of the
powers  and trusts of this  Indenture,  and to any action or cause of action for
the enforcement of this  Indenture,  or for the appointment of a receiver or for
any other remedy hereunder, it being understood and intended that no one or more
Owners  shall have any right in any  manner  whatsoever  to  affect,  disturb or
prejudice  this  Indenture  by its,  his or their action or to enforce any right
hereunder except in the manner herein provided,  and that all proceedings at law
or in equity  shall be  instituted,  had and  maintained  in the  manner  herein
provided and for the equal benefit of the Owners of all Bonds then  Outstanding.
Nothing in this Indenture contained shall,  however,  affect or impair the right
of any Owner to  payment of the  principal  of and  interest  on any Bond at and
after the maturity  thereof or the obligation of the Issuer to pay the principal
of, premium,  if any, and interest on each of the Bonds issued  hereunder to the
respective  Owners thereof at the time, place, from the source and in the manner
expressed herein and in the Bonds.

      SECTION  904.  RIGHT OF  OWNERS TO DIRECT  PROCEEDINGS.  Anything  in this
Indenture to the contrary notwithstanding, the Owners of a majority in aggregate
principal amount of Bonds then  Outstanding,  shall have the right, at any time,
by an  instrument  or  instruments  in writing  executed  and  delivered  to the
Trustee,  to direct the time,  method and place of conducting all proceedings to
be taken in connection  with the enforcement of the terms and conditions of this
Indenture,  or for  the  appointment  of a  receiver  or any  other  proceedings
hereunder;  provided,  however,  that such direction shall be in accordance with
the provisions of law and of this Indenture.

      SECTION 905. REMEDIES CUMULATIVE. No remedy by the terms of this Indenture
conferred  upon or  reserved  to the  Trustee  or the Owners is  intended  to be
exclusive  of any  other  remedy,  but  each  and  every  such  remedy  shall be
cumulative  and shall be in addition to any other remedy given to the Trustee or
the Owners hereunder or now or hereafter  existing at law or in equity. No delay
or omission to exercise any right,  power or remedy  accruing  upon any Event of
Default shall impair any such right, power or remedy or shall be construed to be
a waiver of any such  Event of Default or  acquiescence  therein  and every such
right, power or remedy may be exercised from time to time and as often as may be
deemed expedient.  No waiver of any Event of Default  hereunder,  whether by the
Trustee or the Owners, shall extend to or affect any subsequent Event of Default
or shall impair any rights or remedies consequent thereon.


                                      -29-
<PAGE>

      SECTION  906.  WAIVERS  OF  EVENTS  OF  DEFAULT.  The  Trustee  may in its
discretion waive any Event of Default hereunder and its consequences and rescind
any declaration of maturity of principal of and interest on the Bonds, and shall
do so upon the  written  request  of the  Owners  of at least  51% in  aggregate
principal amount of all the Bonds then  Outstanding.  In case of any such waiver
or  rescission,  or in case any  proceedings  taken by the  Trustee  under  this
Indenture on account of any such Event of Default  shall have been  discontinued
or abandoned for any reason, or shall have been determined  adversely,  then and
in every such case the Issuer,  the Trustee and the Owners  shall be restored to
their former positions, rights and obligations hereunder,  respectively,  but no
such  waiver or  rescission  shall  extend to any  subsequent  or other Event of
Default, or impair any rights or remedies  consequent  thereon,  and all rights,
remedies and powers of the Trustee shall continue as if no such  proceedings had
been taken.

                                   ARTICLE X

                                   THE TRUSTEE

      SECTION 1001.  ACCEPTANCE OF THE TRUSTS.  The Trustee  hereby  accepts the
trusts imposed upon it by this  Indenture,  and agrees to perform said trusts in
the manner in which a corporate  trustee  ordinarily  would  perform said trusts
under a corporate  indenture.  The Trustee shall exercise such of the rights and
powers vested in it by this  Indenture and shall use the same degree of care and
skill  in its  exercise  as a  prudent  man  would  exercise  or use  under  the
circumstances  in the  conduct of his own  affairs,  and upon and subject to the
following express terms and conditions:

      (a)  The  Trustee's  duties  and  responsibilities   shall  include  those
expressly set forth in this  Indenture  and shall further  include those rights,
duties,  responsibilities,  and obligations  which are expressly  reserved to or
imposed upon the Issuer under this Indenture and the Lease,  excepting only such
of  those  rights,  duties,  responsibilities,  and  obligations  as may only be
properly  and  lawfully  exercised  by or imposed  upon the  Issuer.  No implied
covenants or obligations shall be read into this Indenture against the Trustee.

      (b) Upon the  occurrence of an Event of Default,  the Trustee shall be and
is hereby  authorized  to bring  appropriate  action for  judgment or such other
relief as may be  appropriate  and such action may be in the name of the Trustee
or in the name of the Issuer and Trustee jointly.  In addition,  the Trustee may
file  such  proof of claim  and such  other  documents  as may be  necessary  or
advisable in order to have the claims of the Trustee and the Owners  relative to
the  Bonds  or  the  obligations   relating  thereto  allowed  in  any  judicial
proceeding.

      (c) The  Trustee  may  execute  any of the trusts or powers  hereunder  or
perform any duties  hereunder  either directly or through  agents,  attorneys or
receivers.  The Trustee  shall be entitled to rely upon the opinion or advice of
counsel, who may be counsel to the Trustee, the Issuer or the Tenant, concerning
all matters of trust hereof and the duties  hereunder,  and may in all cases pay
such reasonable compensation to all such agents,  attorneys and receivers as may
reasonably be employed in connection with the trusts hereof.

      (d) The Trustee,  in its individual or any other capacity,  may become the
owner or pledgee of Bonds  with the same  rights  which it would have if it were
not Trustee.

      (e) The Trustee may rely and shall be  protected  in acting or  refraining
from acting upon any ordinance,  certificate,  statement,  instrument,  opinion,
report, notice, request, direction,  consent, order, affidavit, letter, telegram
or other paper or document  provided for under this Indenture  believed by it to
be genuine and correct and to have been signed,  presented or sent by the proper
person or persons.  Any action taken by the Trustee  pursuant to this  Indenture
upon the  request or  authority  or consent  of any person  who,  at the time of
making  such  request or giving  such  authority  or consent is the Owner of any
Bond,  shall be  conclusive  and binding upon all future Owners of the same Bond
and upon Bonds issued in exchange  therefor or upon transfer or in  substitution
thereof.

      (f)  As to  the  existence  or  nonexistence  of  any  fact  or as to  the
sufficiency or validity of any instrument,  paper or proceeding,  or whenever in
the  administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or  established  prior to taking,  suffering  or  omitting  any
action  hereunder,  the Trustee  shall be  entitled  to rely upon a  certificate
signed by the Authorized  Issuer  Representative  as sufficient  evidence of the
facts  therein  contained,  and the Trustee shall also be at liberty to accept a
similar  certificate to the effect that any particular  dealing,  transaction or
action is necessary or expedient; provided, however, that the Trustee may at its
discretion secure such further evidence as it deems necessary or advisable,  but
in no case shall the Trustee be bound to secure the same.

      (g) The  permissive  right of the Trustee to do things  enumerated in this
Indenture  shall  not be  construed  as a duty,  and the  Trustee  shall  not be
answerable for other than its negligence or willful misconduct.

      (h) At any and all  reasonable  times the Trustee and its duly  authorized
agents,  attorneys,  experts,  engineers,  accountants and representatives shall
have the right to inspect any and all of the  Project and all books,  papers and
records of the Issuer  pertaining to the Project and the Bonds, and to make such
notes and copies as may be desired.

      (i) The  Trustee  shall not be  required  to give any bond or surety  with
respect to the  execution of its trusts and powers  hereunder or otherwise  with
respect to the Project.

      (j) The  Trustee  shall  have the  right,  but shall not be  required,  to
demand,  with respect to the  authentication of any Bonds, the withdrawal of any
cash, the release of any property,  or any action  whatsoever within the purpose
of this Indenture,  any showings,  certificates,  opinions,  appraisals or other
information, or corporate action or evidence thereof, in addition to that by the
terms  hereof  required,  as a condition  of such  action by the Trustee  deemed
desirable  for the  purpose  of  establishing  the  right of the  Issuer  to the
authentication  of any Bonds,  the  withdrawal of any cash, or the taking of any
other action by the Trustee.


                                      -30-
<PAGE>

      SECTION 1002. FEES, CHARGES AND EXPENSES OF THE TRUSTEE. The Trustee shall
be entitled to payment of or reimbursement  for reasonable fees for its ordinary
services rendered  hereunder and all advances,  agent and counsel fees and other
ordinary expenses  reasonably and necessarily made or incurred by the Trustee in
connection  with such ordinary  services and, in the event that it should become
necessary that the Trustee perform extraordinary  services, it shall be entitled
to reasonable  compensation  therefor and to  reimbursement  for  reasonable and
necessary  extraordinary  expenses in connection therewith;  provided,  however,
that if such extraordinary  services or extraordinary expenses are occasioned by
the  neglect  or  misconduct  of  the  Trustee  it  shall  not  be  entitled  to
compensation or reimbursement therefor. The Trustee shall be entitled to payment
and  reimbursement  for the reasonable fees and charges of the Trustee as Paying
Agent for the Bonds.  Upon the  occurrence of an Event of Default and during its
continuance,  the  Trustee  shall  have a lien with  right of  payment  prior to
payment of  principal  of,  premium,  if any, or interest on any Bond,  upon all
moneys in its possession under any provisions hereof for the foregoing advances,
fees, costs and expenses incurred and for Default Administration Costs.

      SECTION 1003.  NOTICE TO OWNERS IF DEFAULT OCCURS.  If an Event of Default
occurs the Trustee shall give written  notice thereof to the Owners of all Bonds
then Outstanding, as shown by the Bond Register required to be maintained by the
Trustee and kept at the principal office of the Trustee.

      SECTION 1004.  INTERVENTION by THE TRUSTEE.  In any judicial proceeding to
which the Issuer is a party and which,  in the  opinion of the  Trustee  and its
counsel,  has a substantial  bearing on the interests of the Owners, the Trustee
may intervene on behalf of the Owners and shall do so if requested in writing by
the  Owners  of at least 25% of the  aggregate  principal  amount of Bonds  then
Outstanding.

      SECTION 1005.  SUCCESSOR  TRUSTEE UPON MERGER,  CONSOLIDATION OR SALE. Any
corporation or association  into which the Trustee may be merged or converted or
with or into which it may be  consolidated,  or to which it may sell or transfer
its corporate trust business and assets as a whole or  substantially as a whole,
or any corporation or association resulting from any merger,  conversion,  sale,
consolidation or transfer to which it is a party,  shall be and become successor
Trustee  hereunder  without the  execution  or filing of any  instrument  or any
further act on the part of any of the parties hereto.

      SECTION  1006.  RESIGNATION  OF  TRUSTEE.  The  Trustee  may  resign by an
instrument in writing  delivered by registered or certified  mail to the Issuer,
to take effect not sooner than 90 days after its delivery.

      SECTION  1007.  REMOVAL  OF  TRUSTEE.  Provided  no Event of  Default  has
occurred  and is then  continuing,  the Trustee may be removed at any time by an
instrument  or  concurrent  instruments  in writing  delivered  to the  Trustee,
executed  by the Issuer.  The Trustee  shall be removed by the Issuer by written
notice  to the  Trustee  in the  event of a breach  of trust  set  forth in this
Indenture.

      SECTION  1008.  APPOINTMENT  OF  SUCCESSOR  TRUSTEE.  In case the  Trustee
hereunder  shall resign or be removed,  or shall otherwise  become  incapable of
acting  hereunder,  or in case it shall be taken under the control of any public
officer or officers or of a receiver  appointed by a court, a successor  Trustee
may be appointed,  by the Owners of a majority in aggregate  principal amount of
Bonds then  Outstanding,  by an instrument or concurrent  instruments in writing
delivered to the Issuer; provided,  however, that in case of such vacancy and so
long as no Event of Default hereunder shall have occurred and be continuing, the
Issuer,  by an  instrument  executed  and signed by its  members,  may appoint a
temporary  Trustee  to fill such  vacancy  until a  successor  Trustee  shall be
appointed by the Owners in the manner  above  provided;  and any such  temporary
Trustee so appointed by the Issuer shall  immediately and without further act be
superseded by the successor Trustee so appointed by such Owners. The Trustee and
every successor  Trustee  appointed  hereunder  shall be a trust  institution or
commercial  bank, shall be in good standing and qualified to accept such trusts,
shall be subject to examination by a federal or state bank regulatory authority,
and shall have a reported capital and surplus of not less than  $50,000,000.  If
such institution  publishes  reports of conditions at least annually pursuant to
law or regulation, then for the purposes of this Section the capital and surplus
of such  institution  shall be deemed to be its capital and surplus as set forth
in its most recent report of condition so published.  Notwithstanding  any other
provision of this  Indenture,  no removal,  resignation  or  termination  of the
Trustee shall take effect until a successor, shall be appointed and has accepted
such appointment.

      SECTION  1009.  VESTING OF TRUSTS IN SUCCESSOR  TRUSTEE.  Every  successor
Trustee  appointed  hereunder  shall  execute,  acknowledge  and  deliver to its
predecessor and the Issuer an instrument in writing  accepting such  appointment
hereunder,  and thereupon such successor shall, without any further act, deed or
conveyance,   become  fully  vested  with  all  the  trusts,   powers,   rights,
obligations,  duties,  remedies,  immunities and privileges of its  predecessor;
provided,  however,  that such predecessor shall,  nevertheless,  on the written
request of the Issuer,  execute and deliver an instrument  transferring  to such
successor Trustee all the trusts, powers, rights, obligations, duties, remedies,
immunities and privileges of such  predecessor  hereunder and every  predecessor
Trustee shall deliver all securities and moneys held by it as Trustee  hereunder
to its  successor.  Should any instrument in writing from the Issuer be required
by any successor  Trustee for more fully and certainly vesting in such successor
the trusts,  powers,  rights,  obligations,  duties,  remedies,  immunities  and
privileges  hereby vested in the  predecessor,  any and all such  instruments in
writing  shall,  on request,  be  executed,  acknowledged  and  delivered by the
Issuer.

      SECTION 1010. RIGHT OF TRUSTEE TO PAY TAXES AND OTHER CHARGES. In case any
tax,  assessment or governmental or other charge upon, or insurance premium with
respect to, any part of the Project is not paid as required herein,  the Trustee
may pay such  tax,  assessment  or  governmental  charge or  insurance  premium,
without  prejudice to any rights of the Trustee or the Owners hereunder  arising
in consequence  of such failure;  provided,  however,  that the Trustee shall be
under no obligation to make any such payment unless it shall have been requested
to do so by the  Owners of at least  25% of the  aggregate  principal  amount of
Bonds then  Outstanding  and shall  have been  provided  adequate  funds for the
purpose of such payment. Any amount at any time so paid under this Section, with
interest  thereon  from the date of  payment  at a rate per  annum  equal to the
Trustee's published prime rate in effect at the time, shall become an additional
obligation  secured by this Indenture,  and the same shall be given a preference
in payment over any payment of principal of, premium, if any, or interest on the
Bonds,  and shall be paid out of the  proceeds of rents,  revenues  and receipts
collected from the Project, if not otherwise caused to be paid.


                                      -31-
<PAGE>

      SECTION 1011. TRUST ESTATE MAY BE VESTED IN CO-TRUSTEE.

      (a) It is the purpose of this  Indenture  that there shall be no violation
of any law of any  jurisdiction  (including  particularly  the State) denying or
restricting  the right of  banking  corporations  or  associations  to  transact
business  as  trustee in such  jurisdiction.  It is  recognized  that in case of
litigation  under this Indenture or the Lease,  and in particular in case of the
enforcement of either on default, or in case the Trustee deems that by reason of
any present or future law of any  jurisdiction  it may not  exercise  any of the
powers,  rights or remedies  herein  granted to the  Trustee,  or take any other
action which may be desirable or necessary in  connection  therewith,  it may be
necessary or desirable  that the Trustee  appoint an  additional  individual  or
institution  as a  co-trustee  or  separate  trustee,  and the Trustee is hereby
authorized to appoint such co-trustee or separate trustee.

      (b) In the event that the Trustee  appoints an  additional  individual  or
institution as a co-trustee or separate trustee,  each and every remedy,  power,
right,  claim,  demand,  cause of action,  immunity,  title,  interest  and lien
expressed  or intended by this  Indenture  to be  exercised  by the Trustee with
respect thereto shall be exercisable by such co-trustee or separate  trustee but
only to the extent  necessary to enable such  co-trustee or separate  trustee to
exercise such powers,  rights and remedies,  and every  covenant and  obligation
necessary to the exercise  thereof by such co-trustee or separate  trustee shall
run to and be enforceable by either of them.

      (c) Should any deed,  conveyance  or instrument in writing from the Issuer
be required by the  co-trustee  or separate  trustee so appointed by the Trustee
for  more  fully  and  certainly  vesting  in and  confirming  to him or it such
properties,  rights,  powers,  trusts, duties and obligations,  then any and all
such deeds,  conveyances  and  instruments  in writing  shall,  on  request,  be
executed, acknowledged and delivered by the Issuer.

      (d) In case any co-trustee or separate trustee shall die, become incapable
of acting,  resign or be removed, all the properties,  rights,  powers,  trusts,
duties  and  obligations  of such  co-trustee  or  separate  trustee,  so far as
permitted  by law,  shall  vest in and be  exercised  by the  Trustee  until the
appointment of a successor to such co-trustee or separate trustee.

      SECTION  1012.  ANNUAL  ACCOUNTING.  The  Trustee  shall  render an annual
accounting  to the Issuer and to any Owner  requesting  the same in writing  and
remitting the Trustee's reasonable charges for preparing such copies, showing in
reasonable detail all financial transactions relating to the Trust Estate during
the  accounting  period,  all  calculations  related  to  the  determination  of
rebatable  arbitrage during such accounting period, and the balance in any Funds
or Accounts  created by this  Indenture  as of the  beginning  and close of such
accounting period.

      SECTION  1013.  RECORDINGS  AND  FILINGS.  The  Trustee  shall  cause this
Indenture and all Supplemental  Indentures,  the Lease and all amendments to the
Lease  or  appropriate  memoranda  thereof  and all  appropriate  financing  and
continuation  statements and other security instruments to be recorded and filed
in such  manner and in such  places as may be  required by law in order to fully
preserve  and protect  the  security of the Owners and the rights of the Trustee
hereunder.

      SECTION 1014.  PERFORMANCE  OF DUTIES UNDER THE LEASE.  The Trustee hereby
accepts  and agrees to perform all duties and  obligations  assigned to it under
the Lease.

      SECTION  1015.  DESIGNATION  OF  PAYING  AGENTS.  The  Trustee  is  hereby
designated and agrees to act as principal Paying Agent for and in respect to the
Bonds.  The Issuer may cause the necessary  arrangements  to be made through the
Trustee and to be thereafter  continued for the designation of alternate  Paying
Agents,  if any, and for the making available of funds hereunder for the payment
of the  principal  of,  premium,  if any, and  interest on the Bonds,  or at the
principal  corporate trust office of such alternate Paying Agents.  In the event
of a change in the office of Trustee, the predecessor Trustee which has resigned
or been removed  shall cease to be trustee of any funds  provided  hereunder and
Paying Agent for principal of, premium,  if any, and interest on the Bonds,  and
the  successor  Trustee  shall  become such  Trustee and Paying  Agent  unless a
separate  Paying Agent or Agents are appointed by the Issuer in connection  with
the appointment of any successor Trustee.

      SECTION  1016.  FEES,  CHARGES AND EXPENSES OF PAYING  AGENTS.  The Paying
Agents shall be entitled to payment of or reimbursement  for reasonable fees for
their services rendered  hereunder and all advances,  agent and counsel fees and
other expenses reasonably and necessarily made or incurred by them in connection
with such services.

                                   ARTICLE XI

               SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL MORTGAGES

      SECTION  1101.  SUPPLEMENTAL  INDENTURES  AND  SUPPLEMENTAL  MORTGAGES NOT
REQUIRING  CONSENT OF OWNERS.  The Issuer and the Trustee may from time to time,
without  the  consent  of or  notice  to any  of  the  Owners  enter  into  such
Supplemental  Indentures and Supplemental Mortgages as shall not be inconsistent
with the  terms  and  provisions  hereof,  for any one or more of the  following
purposes:

      (a) To cure any ambiguity or formal  defect or omission in this  Indenture
or the Mortgage or to make any other change not prejudicial to the Owners;

      (b) To grant to or confer  upon the  Trustee for the benefit of the Owners
any  additional  rights,  remedies,  powers or  authority  that may  lawfully be
granted to or conferred upon the Owners or the Trustee or either of them;


                                      -32-
<PAGE>

      (c) To  more  precisely  identify  the  Project  or to  substitute  or add
additional property thereto;

      (d) To subject  additional  revenues,  properties  or  collateral  to this
Indenture or the Mortgage;

      (e) To issue Additional Bonds as provided in SECTION 208 hereof; and

      (f) To release portions of the Land as provided in the Mortgage.

      SECTION 1102. SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL MORTGAGES REQUIRING
CONSENT OF OWNERS.

      (a)  Exclusive  of  Supplemental  Indentures  and  Supplemental  Mortgages
described  in  SECTION  1101  hereof  and  subject  to the terms and  provisions
contained  in this  Section  and not  otherwise,  the  Owners of not less than a
majority in aggregate  principal amount of the Bonds then Outstanding shall have
the  right,  from time to time,  anything  contained  in this  Indenture  or the
Mortgage  to  the  contrary  notwithstanding,  to  consent  to and  approve  the
execution by the Issuer and the Trustee of such other Supplemental Indentures or
Supplemental  Mortgages as shall be deemed necessary and desirable by the Issuer
for  the  purpose  of  modifying,  amending,  adding  to or  rescinding,  in any
particular,  any of the terms or  provisions  contained in this  Indenture,  the
Mortgage or in any Supplemental  Indenture or Supplemental  Mortgage;  provided,
however,  that nothing contained in this Section shall permit or be construed as
permitting  without  the  consent  of the  Owners  of  100%  of the  Bonds  then
Outstanding (i) an extension of the maturity of the principal of or the interest
on any Bond issued  hereunder,  (ii) a reduction in the principal  amount of any
Bond or the rate of interest thereon,  (iii) a privilege or priority of any Bond
or Bonds  over any other Bond or Bonds,  or (iv) a  reduction  in the  aggregate
principal  amount of Bonds the Owners of which are  required  for consent to any
such Supplemental Indenture or Supplemental Mortgage.

      (b) If at any time the Issuer shall  request the Trustee to enter into any
such Supplemental  Indenture or Supplemental Mortgage for any of the purposes of
this Section,  the Trustee shall cause notice of the proposed  execution of such
Supplemental  Indenture or  Supplemental  Mortgage to be mailed to each Owner as
shown on the Bond  Register.  Such notice shall  briefly set forth the nature of
the proposed  Supplemental  Indenture or  Supplemental  Mortgage and shall state
that  copies  thereof  are on file at the  principal  office of the  Trustee for
inspection  by all  Owners.  If within 60 days or such  longer  period as may be
prescribed by the Issuer following the mailing of such notice, the Owners of not
less than 51% in aggregate principal amount of the Bonds then Outstanding at the
time  of the  execution  of any  such  Supplemental  Indenture  or  Supplemental
Mortgage  shall have  consented to and approved the execution  thereof as herein
provided,  no Owner of any Bond  shall  have any  right to  object to any of the
terms and provisions  contained  therein,  or the operation  thereof,  or in any
manner to question  the  propriety  of the  execution  thereof,  or to enjoin or
restrain  the Trustee or the Issuer from  executing  the same or from taking any
action pursuant to the provisions thereof.

                                  ARTICLE XII

                                LEASE AMENDMENTS

      SECTION  1201.  LEASE  AMENDMENTS  The Lease may be amended  only with the
prior written consent of the Trustee and the Trustee's receipt of a confirmation
of the then current rating on the Bonds from Moody's.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

      SECTION 1301. SATISFACTION AND DISCHARGE OF INDENTURE.

      (a) When the principal of, premium,  if any, and interest on all the Bonds
shall have been paid in  accordance  with their terms or provision has been made
for such payment,  as provided in Section 1302 hereof,  and provision shall also
have been made for paying all other sums payable  hereunder,  including the fees
and expenses of the Trustee and the Paying  Agents to the date of  retirement of
the  Bonds,  then the  right,  title and  interest  of the  Trustee  under  this
Indenture  shall  thereupon  cease,  determine  and be void,  and  thereupon the
Trustee shall cancel,  discharge and release this  Indenture and shall  execute,
acknowledge  and  deliver to the Issuer such  instruments  of  satisfaction  and
discharge  or release as shall be  requisite  to evidence  such  release and the
satisfaction  and discharge of this  Indenture,  and shall assign and deliver to
the Issuer any property at the time subject to this Indenture  which may then be
in its  possession,  except  amounts in the Debt  Service  Fund and any accounts
contained  therein  required to be paid to the Issuer pursuant to SECTION 604(D)
hereof.

      (b) The Issuer is hereby authorized to accept a certificate by the Trustee
that the principal of, premium, if any, and interest due and payable upon all of
the Bonds then  Outstanding  and all  amounts  required to be paid to the United
States have been paid or such payment  provided for in  accordance  with SECTION
1302 hereof as evidence of  satisfaction  of this  Indenture,  and upon  receipt
thereof  shall  cancel  and erase the  inscription  of this  Indenture  from its
records.

      SECTION 1302. BONDS DEEMED TO BE PAID.

      (a) Bonds shall be deemed to be paid,  discharged and defeased  within the
meaning of this Indenture and shall cease to be Outstanding under this Indenture
when payment of the  principal of and the  applicable  premium,  if any, on such
Bonds,  plus interest  thereon to the due date thereof (whether such due date be
by reason of maturity or upon  redemption  as  provided  in this  Indenture,  or
otherwise),  either (i) shall have been made or caused to be made in  accordance
with the terms thereof,  or (ii) shall have been provided for by depositing with
the  Trustee  or  other  Paying  Agent,  in  trust  and  irrevocably  set  aside
exclusively  for such payment,  moneys and Defeasance  Obligations in an amount,
together with the income or increment to accrue thereon,  without  consideration
of any reinvestment thereof,  sufficient to make such payment. At such time as a
Bond shall be deemed to be paid hereunder,  as aforesaid,  it shall no longer be
secured  by or  entitled  to the  benefits  of this  Indenture,  except  for the
purposes of any such payment from such moneys or Defeasance Obligations.


                                      -33-
<PAGE>

      (b) Notwithstanding the foregoing,  in the case of the redemption of Bonds
which by their terms may be redeemed prior to the stated maturities  thereof, no
deposit under clause (ii) of the immediately preceding paragraph shall be deemed
a payment of such Bonds as  aforesaid  until  proper  notice of such  redemption
shall  have been given in  accordance  with  Article  III of this  Indenture  or
irrevocable  instructions  shall  have been  given to the  Trustee  to give such
notice.

      (c) Notwithstanding  anything to the contrary contained in this Indenture,
all moneys or Government Obligations set aside and held in trust pursuant to the
provisions of this Section for the payment of Bonds (including  premium thereon,
if any) and interest thereon shall be applied to and used solely for the payment
of the particular Bonds (including premium thereon, if any) and interest thereon
with respect to which such moneys and  Defeasance  Obligations  have been so set
aside in trust.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

      SECTION 1401. CONSENTS AND OTHER INSTRUMENTS BY OWNERS.

      (a)  Any  consent,  request,  direction,   approval,  objection  or  other
instrument  required by this  Indenture  to be signed and executed by the Owners
may be in any number of  concurrent  writings of similar tenor and may be signed
or executed by such Owners in person or by agent appointed in writing.  Proof of
the execution of any such instrument or of the writing appointing any such agent
and of the  ownership  of  Bonds,  if made in the  following  manner,  shall  be
sufficient for any of the purposes of this Indenture, and shall be conclusive in
favor of the Trustee with regard to any action taken,  suffered or omitted under
any such instrument, namely:

            (i) the fact and date of the  execution  by any  person  of any such
      instrument  may  be  proved  by the  certificate  of  any  officer  in any
      jurisdiction  who by law has  power to take  acknowledgments  within  such
      jurisdiction that the person signing such instrument  acknowledged  before
      him  the  execution  thereof,  or by  affidavit  of any  witness  to  such
      execution; and

            (ii) the fact of  ownership  of the Bonds and the amount or amounts,
      number and other identification of such Bonds, and the date of holding the
      same shall be proved by the Bond Register.

      (b) In determining whether the Owners of the requisite principal amount of
Bonds  Outstanding  have given any request,  demand,  authorization,  direction,
notice, consent or waiver under this Indenture, Bonds owned by the Issuer or any
affiliate of the Issuer shall be  disregarded  and deemed not to be  Outstanding
under this Indenture,  except that, in determining  whether the Trustee shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only Bonds which the  Trustee  knows to be so owned
shall be so disregarded.  For purposes of this paragraph,  the word  "affiliate"
means any person  directly or indirectly  controlling  or controlled by or under
direct or indirect  common  control with the Issuer and for the purposes of this
definition,  "control"  means the power to direct the management and policies of
such person,  directly or  indirectly,  whether  through the ownership of voting
securities,  by contract or otherwise.  Notwithstanding the foregoing,  Bonds so
owned  which  have  been  pledged  in good  faith  shall not be  disregarded  as
aforesaid  if the pledgee  establishes  to the  satisfaction  of the Trustee the
pledgee's right so to act with respect to such Bonds and that the pledgee is not
the Issuer or any affiliate of the Issuer.

      SECTION 1402. INTERESTED PARTIES.

      (a) Third Party  Beneficiaries.  To the extent that this Indenture confers
upon or gives or grants to the  Owners any  right,  remedy or claim  under or by
reason of this Indenture,  the Owners are hereby explicitly  recognized as being
third-party  beneficiaries  hereunder and may enforce any such right,  remedy or
claim conferred, given or granted hereunder.

      (b)  Parties  Interested  Herein.  Nothing  expressed  or  implied in this
Indenture is intended or shall be construed to confer upon,  or to give or grant
to, any person or entity, other than the Issuer, the Trustee and the Owners, any
right,  remedy or claim under or by reason of this  Indenture  or any  covenant,
condition or stipulation hereof, and all covenants,  stipulations,  promises and
agreements in this  Indenture  contained by and on behalf of the Issuer shall be
for the sole and exclusive benefit of the Issuer,  the Trustee and the Owners as
herein provided.

      SECTION 1403. NOTICES.  Any notice,  request,  complaint,  demand or other
communication  required  or  desired to be given or filed  under this  Indenture
shall be in writing and shall be deemed duly given or filed if the same shall be
duly mailed by registered or certified mail, postage prepaid, to the appropriate
Notice  Address.  All notices so given shall be deemed duly given as of the date
they are so mailed.  The Issuer and the Trustee may from time to time designate,
by notice given hereunder to the others,  such other address to which subsequent
notices, certificates or other communications shall be sent.

      The Trustee  shall give notice to any rating  agency  then  maintaining  a
rating on the Bonds (i) if the Trustee  resigns or is removed,  or a new Trustee
or co-trustee is  appointed,  (ii) if there is a call for the  redemption of all
Series  2002  Bonds,  (iii) if all of the  Series  2002  Bonds are  defeased  in
accordance  with ARTICLE XIII,  (iv) if an Event of Default occurs (of which the
Trustee has  knowledge) or the Trustee  waives any Event of Default  pursuant to
SECTION  906,  or (v) at least 15 days  prior to any  amendment  is made to this
Indenture or the Lease. The Issuer shall provide copies of all documents related
to the  amendment  of this  Indenture  or the Lease to any  rating  agency  then
maintaining a rating on the Series 2002 Bonds.


                                      -34-
<PAGE>

      SECTION 1404.  SUSPENSION OF MAIL SERVICE. If, because of the temporary or
permanent  suspension  of regular  mail service or for any other  reason,  it is
impossible or impractical to mail any notice in the manner herein provided, then
such  publication  in lieu thereof or other form of notice as shall be made with
the approval of the Trustee shall constitute a sufficient notice.

      SECTION 1405. AMENDMENT.  Any provision of this Indenture or the Bonds may
be  amended  with the  written  consent  of the Owners of 100% of the Bonds then
Outstanding,  the  Issuer,  the  Trustee  and,  to  the  extent  the  rights  or
obligations of the Tenant under the Lease are affected, the Tenant.

      SECTION 1406.  SEVERABILITY.  If any provision of this Indenture  shall be
held or deemed to be invalid,  inoperative  or  unenforceable  as applied in any
particular case in any jurisdiction or jurisdictions or in all jurisdictions, or
in all cases because it conflicts with any other provision or provisions  hereof
or any  constitution  or  statute  or rule of  public  policy,  or for any other
reason,  such circumstances shall not have the effect of rendering the provision
in question  inoperative or unenforceable in any other case or circumstance,  or
of  rendering  any other  provision  or  provisions  herein  contained  invalid,
inoperative or unenforceable to any extent whatever.

      SECTION 1407. COUNTERPARTS.  This Indenture may be simultaneously executed
in several  counterparts,  each of which shall be an  original  and all of which
shall constitute but one and the same instrument.

      SECTION 1408.  GOVERNING LAW. This Indenture shall be governed exclusively
by and  construed  in  accordance  with  the  applicable  laws of the  State  of
Missouri.

             [The remainder of this page intentionally left blank.]


                                      -35-
<PAGE>

      IN WITNESS  WHEREOF,  Issuer has caused this Indenture to be signed in its
name and behalf by its  members,  and to evidence its  acceptance  of the trusts
hereby  created,  Trustee has caused this Indenture to be signed in its name and
behalf and its  official  seal to be hereunto  affixed and  attested by its duly
authorized officers, all as of the date first above written.


                                         UTAH TECH CENTER, LLC, as Issuer


                                         By: /s/ Dan Carr
                                            ------------------------------------
                                            Name:  Dan Carr
                                            Title: Member


                                        By: /s/ Rich Baier
                                            ------------------------------------
                                            Name:  Rick Baier
                                            Title: Member


                                        SECURITY BANK OF KANSAS CITY, as Trustee


                                        By: /s/ Raymond J. Hintz
                                            ------------------------------------
                                            Name:  Raymond J. Hintz
                                            Title: Vice President and
                                                   Trust Officer

(Seal)

ATTEST:

By: /s/ Matt D. McLaughlin
    ------------------------------------
Name:  Matt D. McLaughlin
Title: Vice President




Trust Indenture
OSHA Tech Center- 2002


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