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                                 TRUST INDENTURE

                          DATED AS OF FEBRUARY 1, 2001

                                   ----------

                                     BETWEEN

           UNIFIED GOVERNMENT OF WYANDOTTE COUNTY/KANSAS CITY, KANSAS,

                                  AS THE ISSUER

                                       AND

                          SECURITY BANK OF KANSAS CITY,

                                 AS THE TRUSTEE

                                   $22,075,000
                        TAXABLE INDUSTRIAL REVENUE BONDS
                            (EPA LABORATORY PROJECT)
                                   SERIES 2001



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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.......................................10

                                   ARTICLE II

                                    THE BONDS

Section 201.    Title and Amount of Bonds.....................................10
Section 202.    Limited Nature of Obligations.................................10
Section 203.    Denomination, Numbering and Dating of Bonds...................10
Section 204.    Method and Place of Payment of Bonds..........................10
Section 205.    Execution and Authentication of Bonds.........................11
Section 206.    Registration, Transfer and Exchange of Bonds..................11
Section 207.    Persons Deemed Owners of Bonds................................11
Section 208.    Authorization of Series 2001 Bonds............................11
Section 209.    Authorization of Additional Bonds.............................11
Section 210.    Temporary Bonds...............................................12
Section 211.    Mutilated, Lost, Stolen or Destroyed Bonds....................14
Section 212.    Cancellation and Destruction of Bonds Upon Payment............14
Section 213.    Book Entry; Securities Depository.............................14

                                   ARTICLE III

                               REDEMPTION OF BONDS

Section 301.    Redemption of Bonds Generally.................................15
Section 302.    Redemption of Bonds...........................................15
Section 303.    Selection of Bonds to be Redeemed.............................16
Section 304.    Trustee's Duty to Redeem Bonds................................16
Section 305.    Notice and Effect of Call for Redemption......................17
Section 306.    Effect of Call for Redemption.................................18

                                   ARTICLE IV

                                  FORM OF BONDS

Section 401.    Form of Bonds Generally.......................................18
Section 402.    Form of Series 2001 Bonds.....................................18

                                    ARTICLE V

                      CREATION OF PROJECT FUND; CUSTODY AND
                          APPLICATION OF BOND PROCEEDS

Section 501.    Creation of Project Fund......................................18

                                       (i)
<PAGE>

Section 502.    Deposits into the Project Fund................................18
Section 503.    Disbursements from the Project Fund...........................18
Section 504.    Disposition Upon Completion of the Project....................19
Section 505.    Disposition Upon Acceleration.................................19

                                   ARTICLE VI

                               REVENUES AND FUNDS

Section 601.    Creation of Funds and Accounts................................19
Section 602.    Deposits Into and Application of Moneys in the Revenue Fund...19
Section 603.    Deposits into the Debt Service Fund...........................20
Section 604.    Application of Moneys in the Debt Service Fund................20
Section 605.    Deposits into and Application of Moneys in the Project
                        Replacement Fund......................................20
Section 606.    Deposits into and Application of Moneys in the Capitalized
                        Interest Fund.........................................20
Section 607.    Deposits Into and Application of Moneys in the Tax and
                        Insurance Fund........................................21
Section 608.    Deposits Into and Application of Moneys in the Project
                        Operation and Maintenance Fund........................21
Section 609.    Payments Due on Saturdays, Sundays and Holidays...............21
Section 610.    Nonpresentment of Bonds.......................................21

                                   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..........................................22
Section 802.    Authority to Execute Indenture and Issue Bonds................22
Section 803.    Performance of Covenants......................................22
Section 804.    Instruments of Further Assurance..............................22
Section 805.    Maintenance, Taxes and Insurance..............................22
Section 806.    Inspection of Project Books...................................22
Section 807.    Enforcement of Rights Under the Lease.........................22
Section 808.    Possession and Use of Project.................................22

                                   ARTICLE IX

                               REMEDIES ON DEFAULT

Section 901.    Acceleration of Maturity in Event of Default..................23
Section 902.    Exercise of Remedies by the Trustee...........................23
Section 903.    Limitation on Exercise of Remedies by Owners..................23
Section 904.    Right of Owners to Direct Proceedings.........................23
Section 905.    Remedies Cumulative...........................................23
Section 906.    Waivers of Events of Default..................................23

                                    ARTICLE X

                                   THE TRUSTEE

Section 1001.   Acceptance of the Trusts......................................24
Section 1002.   Fees, Charges and Expenses of the Trustee.....................25
Section 1003.   Notice to Owners if Default Occurs............................25
Section 1004.   Intervention by the Trustee...................................25

                                      (ii)

<PAGE>

Section 1005.   Successor Trustee Upon Merger, Consolidation or Sale..........25
Section 1006.   Resignation of Trustee........................................25
Section 1007.   Removal of Trustee............................................25
Section 1008.   Appointment of Successor Trustee..............................25
Section 1009.   Vesting of Trusts in Successor Trustee........................25
Section 1010.   Right of Trustee to Pay Taxes and Other Charges...............25
Section 1011.   Trust Estate May Be Vested in Co-trustee......................26
Section 1012.   Annual Accounting.............................................26
Section 1013.   Recordings and Filings........................................26
Section 1014.   Performance of Duties under the Lease.........................26
Section 1015.   Designation of Paying Agents..................................26
Section 1016.   Fees, Charges and Expenses of Paying Agents...................26

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

Section 1101.   Supplemental Indentures Not Requiring Consent of Owners.......26
Section 1102.   Supplemental Indentures Requiring Consent of Owners...........27
Section 1103.   Tenant's Consent to Supplemental Indentures...................27

                                   ARTICLE XII

                          LEASE AND SUBLEASE AMENDMENTS

Section 1201.   Lease Amendments..............................................27
Section 1202.   Sublease Amendments...........................................27

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

Section 1301.   Satisfaction and Discharge of Indenture.......................27
Section 1302.   Bonds Deemed to be Paid.......................................28

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

Section 1401.   Consents and Other Instruments by Owners......................28
Section 1402.   Interested Parties............................................28
Section 1403.   Notices.......................................................29
Section 1404.   Suspension of Newspaper Publication or Mail Service...........29
Section 1405.   Amendment.....................................................29
Section 1406.   Severability..................................................29
Section 1407.   Counterparts..................................................29
Section 1408.   Governing Law.................................................29

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

                Schedule I - Property Subject to Lease
                Schedule II - Permitted Encumbrances

                Appendix A-Form of Series 2001 Bonds

                                      (iii)

<PAGE>

                                 TRUST INDENTURE

      THIS TRUST  INDENTURE,  dated as of February 1, 2001,  between the UNIFIED
GOVERNMENT OF WYANDOTTE  COUNTY/KANSAS CITY, KANSAS, a municipal corporation and
political subdivision duly organized and existing under the laws of the State of
Kansas, 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 the Act to  acquire,  construct,
improve and equip certain  "facilities"  (as defined in the Act) for commercial,
industrial and manufacturing  purposes,  to enter into leases and lease-purchase
agreements  with any person,  firm or corporation  for said  facilities,  and to
issue revenue  bonds for the purpose of paying the cost of any such  facilities;
and

      WHEREAS,  pursuant to such  authorization,  the  Issuer's  governing  body
passed and approved an Ordinance on November 30, 2000, authorizing the Issuer to
issue the  Series  2001  Bonds for the  purpose of  financing  the  acquisition,
construction,  furnishing and equipping of an  approximately  70,000 square foot
commercial  building located at the corner of Minnesota and 3rd Street in Kansas
City, Kansas, which constitutes the Project, and authorizing the Issuer to lease
the Project to the Tenant; and

      WHEREAS,  pursuant  to such  Ordinance,  the Issuer is  authorized  (a) to
execute and deliver this  Indenture  for the purpose of issuing and securing the
Series 2001 Bonds and any Additional Bonds, as hereinafter provided,  and (b) to
enter into the Lease,  under  which the  proceeds  of the Bonds shall be used to
acquire,  construct,  furnish and equip the  Project  and  pursuant to which the
Issuer shall lease the Project to the Tenant,  in consideration of rentals which
are intended to be  sufficient  to provide for the payment of the  principal of,
premium, if any, and interest on the Bonds as the same become due; 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
limited  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) the real estate  situated  in  Wyandotte  County,  Kansas,
         described  in  paragraph  (a) of SCHEDULE I attached  hereto,  with all
         buildings, structures, facilities, additions, improvements,  machinery,
         equipment and any other property now or hereafter constructed,  located
         or  installed  thereon  to the extent  and  subject to the  limitations
         provided  in  the  Lease,   and  with  the  tenements,   hereditaments,
         appurtenances, rights, privileges and immunities thereunto belonging or
         appertaining;

                  (b) all  right,  title and  interest  of the Issuer in, to and
         under the Lease (except the Issuer's right to indemnity thereunder) and
         the  Sublease,  and all rents,  revenues  and  receipts  derived by the
         Issuer  from the  Project  including,  without  limitation,  all Rental
         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

                  (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 with respect to
the Bond Reserve Fund and as expressly provided by this Indenture;


<PAGE>

      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:


                                    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:

      "ACT" means K.S.A. 12-1740 to 12-1749d, inclusive, as amended.

      "ADDITIONAL  BONDS"  means any Bonds issued in addition to and on a parity
with the Series 2001 Bonds and issued pursuant to SECTION 209 of this Indenture.

      "ADDITIONAL RENT" means all fees,  charges and expenses of the Trustee and
the Paying  Agents,  all Default  Administration  Costs,  all other  payments of
whatever nature payable or to become payable  pursuant to the Indenture or which
the Tenant has agreed to pay or assume under the  provisions  of the Lease,  and
any and all expenses  (including  reasonable  attorney's  fees)  incurred by the
Issuer in connection  with the issuance of the Bonds or the  enforcement  of any
rights under the Lease or this Indenture.  The fees, charges and expenses of the
Trustee  shall  include all costs  incurred  in  connection  with the  issuance,
transfer, exchange, registration,  redemption or payment of the Bonds except (a)
reasonable  fees and expenses  incurred in connection  with the replacement of a
Bond or  Bonds  mutilated,  stolen,  lost or  destroyed  or (b) any tax or other
government charge imposed on the Trustee in relation to the transfer,  exchange,
registration, redemption or payment of the Bonds.

      "ADDITIONAL  TERM" means the term  commencing on the last day of the Basic
Term and terminating five (5) years thereafter.

      "ANNUAL BUDGET" means the Annual Budget of the Project required by SECTION
10.4(B) of the Lease.

      "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 Tenant.

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

      "AUTHORIZED   NEWSPAPER"  means  a  newspaper  published  and  of  general
circulation  within the Issuer's  boundaries and the official newspaper or other
designated official publication of the State.

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

      "BASIC RENT" means the monthly pro rata amount which,  when added to Basic
Rent Credits, will be sufficient to pay, on the next Payment Date, all principal
of, premium,  if any, and interest on the Bonds which is due and payable on such
Payment Date.

      "BASIC RENT  CREDITS"  means all funds on deposit in the Debt Service Fund
and the  Capitalized  Interest  Fund  and the  accounts  contained  therein  and
available for the payment of principal of, premium,  if any, and interest on the
Bonds on any Payment Date.

      "BASIC  RENT  PAYMENT  DATE" means March 1, 2001 and the first day of each
month  thereafter  until the principal of, premium,  if any, and interest on the
Bonds  have been  fully  paid or  provision  has been made for their  payment in
accordance with the provisions of the Indenture.

      "BASIC  TERM"  means the term  commencing  as of the date of the Lease and
ending on October 1, 2022,  subject to prior  termination  as  specified  in the
Lease,  but to continue  thereafter  until all of the principal of, premium,  if
any,  and  interest  on all  Outstanding  Bonds  shall have been paid in full or
provision  made for their  payment  in  accordance  with the  provisions  of the
Indenture.

      "BOND" or "BONDS"  means the fully  registered  Series  2001 Bonds and any
Additional Bonds.

                                       2
<PAGE>

      "BOND  COUNSEL"  means  the firm of  Gilmore  & Bell,  P.C.  or any  other
attorney  or firm of  attorneys  whose  expertise  in  matters  relating  to the
issuance of obligations by states and their political subdivisions is nationally
recognized and acceptable to the Trustee and the Tenant.

      "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 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 Tenant 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 Issuer or by applicable  building
codes, that an appropriate certificate of occupancy has been issued with respect
to the Project and (f) the Project has been accepted by the  Subtenant  pursuant
to the terms of the Sublease.

      "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 Tenant 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 or the Tenant by
      reason of such changes of circumstances.

      "CODE" means the Internal Revenue Code of 1986, as amended,  together with
the regulations  promulgated  thereunder by the United States  Department of the
Treasury.

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

      "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.

      "DEFAULT"  means any event or condition the occurrence of which,  with the
lapse of time or the giving of notice or both,  constitutes  an Event of Default
under the Lease.

      "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,  the expenses of maintaining  and
preserving the Project and the expenses of re-letting or selling the Project.

      "DEFEASANCE OBLIGATIONS" means:

            (a) Government Obligations which are not subject to redemption prior
      to maturity; or

            (b) obligations of any state or political  subdivision of any state,
      the interest on which is excluded from gross income for federal income tax
      purposes and which meet the following conditions:

                                       3
<PAGE>

                  (i) (A) the obligations are not subject to redemption prior to
            maturity  or (B) the  trustee  for such  obligations  has been given
            irrevocable instructions concerning their calling and redemption and
            the issuer of such  obligations  has  covenanted  not to redeem such
            obligations other than as set forth in such instructions;

                  (ii)  the  obligations  are  secured  by  cash  or  Government
            Obligations  that may be applied  only to payment of  principal  of,
            premium, if any, and interest payments on such obligations;

                  (iii) such cash and Government Obligations serving as security
            for the  obligations  are held in an  irrevocable  escrow fund by an
            escrow  agent or a trustee  irrevocably  in trust for the  owners of
            such obligations, and the issuer of such obligations is not, and has
            not been  since  the  establishment  of such  escrow,  a debtor in a
            proceeding commenced under the Bankruptcy Code;

                  (iv) the sufficiency of such cash and  noncallable  Government
            Obligations  to pay in full all principal of,  premium,  if any, and
            interest on such  obligations  has been verified by the report of an
            independent  certified  public  accountant  (for  purposes  of  this
            subparagraph   (iv),  a  "Verification")   and  no  substitution  of
            Government  Obligations shall be permitted except with cash or other
            Government Obligations and upon delivery of a new Verification;

                  (v) such cash and Government  Obligations are not available to
            satisfy any other  claims,  including  those  against the trustee or
            escrow agent;

                  (vi) the  Trustee  has  received  an opinion  of Bond  Counsel
            delivered  in  connection   with  the  original   issuance  of  such
            obligations to the effect that the interest on such  obligations was
            exempt for purposes of federal income taxation,  and the Trustee has
            received an opinion of Bond Counsel delivered in connection with the
            establishment  of the  irrevocable  escrow  to the  effect  that the
            establishment  of the  escrow  will  not  result  in the loss of any
            exemption for purposes of federal income  taxation to which interest
            on such obligations would otherwise be entitled;

                  (vii) the  Trustee  has  received  an  unqualified  opinion of
            bankruptcy  counsel to the effect that the payment of  principal  of
            and interest on such  obligations made from such escrow would not be
            avoidable  as  preferential   payments  and  recoverable  under  the
            Bankruptcy  Code  should the obligor or any other  person  liable on
            such obligations become a debtor in a proceeding commenced under the
            Bankruptcy Code; and

                  (vi) the obligations are rated in the highest long-term rating
            category by Moody's (presently "AAA") and S&P (presently "AAA").

      "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  and the
Tenant.

      "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 Tenant 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 Tenant 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 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,  the Tenant and the  Subtenant  by the Trustee or the Issuer,  the
      Tenant and the  Subtenant  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; or

                                       4
<PAGE>

            (d) "Default" as defined in the Lease shall have occurred.

      "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,  the Tenant 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 Tenant.

      "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.

      "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  Tenant'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 2001 Bonds,
April 1 and October 1 of each year,  commencing October 1, 2001, and terminating
when the  principal  of,  premium if any,  and interest on the Series 2001 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;

                                       5
<PAGE>

            (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

                  (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 the Unified  Government of Wyandotte  County/Kansas  City,
Kansas, a municipal corporation and political subdivision organized and existing
under the laws of the State, 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 and paragraph (a) of SCHEDULE I of the Lease.

      "LAND  CLOSING  DATE" has the  meaning  set forth in  SECTION  14.1 of the
Lease.

      "LEASE" means the Lease dated as of the date of this Indenture between the
Issuer  and the  Tenant,  as  from  time to time  amended  and  supplemented  in
accordance with the provisions thereof and of ARTICLE XII of this Indenture.

      "LEASE  EVENT OF DEFAULT"  under the Lease means any one of the  following
events:

            (a) failure of the Tenant to make any payment of Basic Rent when due
      or within five (5) days thereafter and in the amounts required hereunder;

            (b) failure of the Tenant to make any payment of Additional  Rent at
      the times and in the amounts required hereunder,  or failure by the Tenant
      to  observe  or  perform  any other  covenant,  agreement,  obligation  or
      provision  of the Lease,  if the same is not remedied  within  thirty (30)
      days after the Issuer or the Trustee has given the Tenant  written  notice
      specifying  such  failure  (or such longer  period as shall be  reasonably
      required  to  correct  such  default;  provided  that (i) the  Tenant  has
      commenced such correction  within said 30-day period,  and (ii) the Tenant
      diligently prosecutes such correction to completion);

            (c) an Event of Bankruptcy; or

            (d) the Tenant abandons the Project.

      "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.

      "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:

                                       6
<PAGE>

                      Unified Government of Wyandotte County/Kansas City, Kansas
                      701 N. 7th Street
                      9th Floor
                      Kansas City, KS 66101
                      Attention:  County Administrator

      (b) with respect to the Trustee:

                      Security Bank of Kansas City
                      One Security Plaza
                      701 Minnesota, 2nd Floor
                      Kansas City, Kansas 66101-2703
                      Attention:  Corporate Trust Department

      (c) with respect to the Tenant:

                      Kansas EPA Laboratory, LLC
                      3100 Broadway, Suite 1102
                      Kansas City, Missouri 64111
                      Attention:  Member

      (d) with respect to the Subtenant:

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

          With a copy to:

                      Contracting Officer
                      GSA Property Acquisition and Realty Services (6PEEM)
                      1500 E. Bannister Road
                      Kansas City, Missouri 64131-3088
                      Attention:  Madelynn C. Garffie

      (e) with respect to the Owners:

                      The addresses of the Owners shown on the Bond Register.

      "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 any mortgages,  liens or other encumbrances
specifically  described  in SCHEDULE II hereto,  easements  and rights of way of
record at the time of conveyance of the Land to the Issuer,  and any other title
exceptions not affecting  marketability or the usefulness of the Project for the
Tenant's purposes.

                                       7
<PAGE>

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

      "PRINCIPAL  PAYMENT DATE" means (a) with respect to the Series 2001 Bonds,
October 1 of each year,  commencing  October 1, 2003, during which the principal
of and premium, if any, on the Series 2001 Bonds remains Outstanding and unpaid,
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
70,000  square foot office  building  located at the corner of Minnesota and 3rd
Street in Kansas City, Kansas.

      "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 ARTICLE XI of the Lease.

      "PROJECT  CLOSING  DATE" has the meaning set forth in SECTION  13.1 of the
Lease.

      "PROJECT CONSULTANT" means the consultant appointed for the Project by the
Tenant and approved by the Issuer and 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 4.4 of the Lease.

      "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 2001 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 2001 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 ARTICLE
      VI of the Lease;

            (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 of this Indenture are  insufficient for payment of
      such interest;

            (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.

      "RENTAL PAYMENTS" means the aggregate of the Basic Rent (as defined in the
Lease) and  Additional  Rent (as  defined in the Lease)  payments  provided  for
pursuant to ARTICLE V of the Lease.

      "REPLACEMENT  BONDS"  means Bonds issued to the  beneficial  owners of the
Bonds in accordance with SECTION 213(B) of this Indenture.

                                       8
<PAGE>

      "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   2001  BONDS"   means  the  Unified   Government   of   Wyandotte
County/Kansas  City,  Kansas Taxable  Industrial  Revenue Bonds (EPA  Laboratory
Project), Series 2001, dated the date of original issuance and delivery thereof,
in the aggregate principal amount of $22,075,000.

      "SERIES  2001  CAPITALIZED   INTEREST   ACCOUNT"  means  the  Series  2001
Capitalized  Interest  Account  created  within the  Capitalized  Interest  Fund
pursuant to SECTION 601 of this Indenture.

      "SERIES  2001 DEBT  SERVICE  ACCOUNT"  means the Series 2001 Debt  Service
Account  created  within the Debt Service  Fund  pursuant to SECTION 601 of this
Indenture.

      "SERIES  2001  PROJECT  ACCOUNT"  means the Series  2001  Project  Account
created within the Project Fund pursuant to SECTION 501 of this Indenture.

      "SERIES 2001 PLACEMENT AGENT" means U.S. Bancorp Piper Jaffray, Inc.

      "STATE" means the State of Kansas.

      "SUBLEASE"  means the US  Government  Lease for Real  Property,  Lease No.
GS-06P-00027,  executed on December 8, 2000,  as  supplemented  by  Supplemental
Lease  Agreement No. 1 executed on December 8, 2000 and any further  supplements
and  amendments  thereto,  whereby  the  Tenant  subleases  the  Project  to the
Subtenant.

      "SUBTENANT"  means the United States of America  acting by and through the
General Services Administration for the benefit of the Environmental  Protection
Agency, and its successors and assigns.

      "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.

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

      "TENANT" means Kansas EPA Laboratory,  LLC, a Missouri  limited  liability
company, and its successors and assigns.

      "TERM" means, collectively, the Basic Term and the Additional Term.

      "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:

            (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.

                                       9
<PAGE>

      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 "Unified
Government of Wyandotte  County/Kansas  City, Kansas Taxable  Industrial Revenue
Bonds (EPA Laboratory Project), Series 2001," 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
$22,075,000  principal  amount of Series 2001 Bonds and the permitted  principal
amount of any Additional Bonds issued hereunder as set forth in the Supplemental
Indenture related thereto.

      SECTION 202. LIMITED NATURE OF OBLIGATIONS.

      (a) The Bonds and the interest thereon shall be limited obligations of the
Issuer  payable  solely  and only from the Trust  Estate,  and are  secured by a
pledge and assignment of the Trust Estate to the Trustee in favor of the Owners,
as provided in this Indenture. The Bonds and the interest thereon shall not be a
debt  or  general  obligation  of the  Issuer  or the  State,  or any  municipal
corporation  or  political  subdivision  thereof,  and  neither  the Bonds,  the
interest thereon,  nor any judgment thereon or with respect thereto, are payable
in any manner from tax  revenues of any kind or  character.  The Bonds shall not
constitute  an  indebtedness  or a pledge of the faith and credit of the Issuer,
the State or any municipal corporation or political subdivision thereof,  within
the meaning of any constitutional or statutory limitation or restriction.

      (b) No provision, covenant or agreement contained in this Indenture or the
Bonds,  or any  obligation  herein or therein  imposed  upon the Issuer,  or the
breach  thereof,  shall  constitute  or give rise to or impose upon the Issuer a
pecuniary  liability or a charge upon its general  credit or powers of taxation.
In making the agreements,  provisions and covenants set forth in this Indenture,
the Issuer has not  obligated  itself except with respect to the Project and the
application  of the  payments,  revenues and receipts  therefrom as  hereinabove
provided.  Neither the officers of the Issuer nor any person executing the Bonds
shall be liable personally on the Bonds by reason of the issuance thereof.

      SECTION 203. DENOMINATION, NUMBERING AND DATING OF BONDS.

      (a) The Bonds shall be issuable in the form of fully  registered  Bonds in
the  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 forms set forth
in  ARTICLE IV of 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  208(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  204.  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

                                       10
<PAGE>

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.

      SECTION 205. EXECUTION AND AUTHENTICATION OF BONDS.

      (a) The Bonds  shall be  executed on behalf of the Issuer by the manual or
facsimile  signature  of its  Mayor/CEO  and attested by the manual or facsimile
signature of its Unified Clerk,  and shall have the corporate seal of the Issuer
affixed  thereto or imprinted  thereon.  In case any officer whose  signature or
facsimile thereof appears on any Bonds shall cease to be such officer 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 in office  until  delivery.  Any Bond may be signed by such  persons as
shall  be the  proper  officers  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 such officers.

      (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  officer
or employee of the Trustee,  but it shall not be necessary that the same officer
or employee sign the Certificate of  Authentication on all of the Bonds that may
be issued hereunder at any one time.

      SECTION 206. 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 Tenant as
Additional  Rent (as  defined  in the  Lease).  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 207.  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 208. AUTHORIZATION OF SERIES 2001 BONDS.

      (a) There shall be initially issued and secured pursuant to this Indenture
a series  of Bonds in the  aggregate  principal  amount of  $22,075,000  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.


                                       11
<PAGE>

      The Series 2001 Bonds shall be dated  February 1, 2001,  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

               $680,000 6.750% TERM BONDS MATURING OCTOBER 1, 2005

              $1,720,000 7.000% TERM BONDS MATURING OCTOBER 1, 2009

              $6,690,000 7.410% TERM BONDS MATURING OCTOBER 1, 2016

             $12,985,000 7.650% TERM BONDS MATURING OCTOBER 1, 2022

      (b)  Interest  on the  Series  2001  Bonds  shall be payable to the Owners
thereof in accordance with the provisions of SECTION 204 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 2001
Bonds.

      (d) Upon the original  issuance and delivery of the Series 2001 Bonds, the
effective  date of  registration  of the Series  2001 Bonds shall be February 1,
2001.

      (e) The Series  2001 Bonds shall be  substantially  in the form and manner
set forth in ARTICLE IV hereof and delivered to the Trustee for  authentication,
but prior to or  simultaneously  with the  authentication  and  delivery  of the
Series  2001 Bonds by the  Trustee,  there  shall be filed with the  Trustee the
following:

            (i) an  original  or  certified  copy of the  Ordinance  adopted  by
      Issuer's  governing  body  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 Sublease;

            (v) an opinion or  opinions  of Bond  Counsel to the effect that the
      Series 2001 Bonds constitute valid and legally binding  obligations of the
      Issuer and that the  interest on the Bonds is exempt  from  Kansas  income
      taxation,  subject  to such  limitations  and  restrictions  as  shall  be
      described therein;

            (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
      2001 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 2001 Bonds.

      (f) When the documents  specified in subsection  (e) of this Section shall
have been filed with the Trustee, and when the Series 2001 Bonds shall have been
executed and  authenticated  as required by this  Indenture,  the Trustee  shall
deliver the Series 2001 Bonds to or upon the order of the Series 2001  Placement
Agent,  but only upon payment to the Trustee of the purchase price of the Series
2001 Bonds. The proceeds of the sale of the Series 2001 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 209. 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  2001  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 Tenant Representative and the Project Consultant;

                                       12
<PAGE>

            (ii) to  provide  funds  to pay  all or any  part  of the  costs  of
      purchase,  construction or installation of Project Additions as the Tenant
      may deem  necessary or  desirable,  provided  that such Project  Additions
      shall not  impair the nature of the  Project  as a  "facility"  within the
      meaning and purposes of the Act; 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
2001  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 Issuer's governing body shall
adopt an Ordinance (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  rental  payments  at least  sufficient  to pay the
principal of, premium,  if any, and interest on the Bonds then to be Outstanding
(including  the  Additional  Bonds  to be  issued)  as the same  become  due 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  2001  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 an additional  reserve fund
to be fully funded at the time of issuance of the Additional  Bonds in an amount
not to  exceed  the  least  of (1) 10% of the  stated  principal  amount  of the
Additional  Bonds  (or the  offering  price  thereof  if the  aggregate  initial
offering  price of the  Additional  Bonds to the public is less than 98% or more
than 102% of par in lieu of the stated principal amount), (2) the maximum annual
principal and interest  requirements on the Additional  Bonds  (determined as of
the issue  date),  or (3) 125% of the  average  annual  principal  and  interest
requirements  on the  Additional  Bonds  (determined as of the issue date of the
Additional Bonds).

      (c) Such  Additional  Bonds shall have the same  designation as the Series
2001 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 2001 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  Ordinance  adopted  by
      Issuer's  governing body 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 amendment or supplement
      to the Sublease, if required;

            (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

                                       13
<PAGE>

            (x) delivery of rating letters from Moody's confirming the rating on
      the Series 2001 Bonds and issuing an equivalent  rating for the Additional
      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  2001
Bonds, but the Issuer may issue other obligations  specifically  subordinate and
junior to the Series 2001 Bonds with the express  written  consent of the Owners
of not less  than a  majority  in  aggregate  principal  amount  of  Bonds  then
Outstanding.

      SECTION 210. TEMPORARY BONDS.

      (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 $5,000 or any integral multiple  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 211. 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 212. 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 Bonds  cancelled  under any of the  provisions  of this  Indenture
shall be delivered by the Trustee to the Issuer, or, upon request of the Issuer,
shall be destroyed by the Trustee.  The Trustee shall  execute a certificate  in
triplicate  describing  the Bonds so  delivered  or  destroyed,  and shall  file
executed counterparts of such certificate with the Issuer and the Tenant.

      SECTION 213. 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


                                       14
<PAGE>

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 Tenant.

      (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.

                                  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
2001 Bonds.

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

            (a) MANDATORY  REDEMPTION FROM MONEYS REMAINING IN PROJECT FUND. The
      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 Bonds
      redeemed  using such funds will be redeemed in inverse  order of maturity,
      or in such  other  order of  maturity  as  selected  by the  Tenant,  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 Bonds shall be subject to redemption and payment prior
      to the  stated  maturity  thereof,  at the  option  of  the  Issuer,  upon
      instructions  from the Tenant,  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 2001 Bonds are
      subject to mandatory  redemption and payment prior to maturity pursuant to
      the mandatory redemption requirements of this Section on October 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.

                       TERM BONDS MATURING OCTOBER 1, 2005

                    YEAR                    PRINCIPAL AMOUNT
                    ----                    ----------------
                    2003                         $150,000
                    2004                          255,000
                    2005*                         275,000

------------------------------
*Maturity Date


                                       15
<PAGE>


                       TERM BONDS MATURING OCTOBER 1, 2009

                    YEAR                    PRINCIPAL AMOUNT
                    ----                    ----------------
                    2006                      $   300,000
                    2007                          320,000
                    2008                          530,000
                    2009*                         570,000

                       TERM BONDS MATURING OCTOBER 1, 2016

                    YEAR                    PRINCIPAL AMOUNT
                    ----                    ----------------
                    2010                      $   615,000
                    2011                          665,000
                    2012                          715,000
                    2013                        1,045,000
                    2014                        1,125,000
                    2015                        1,215,000
                    2016*                       1,310,000

                       TERM BONDS MATURING OCTOBER 1, 2022

                    YEAR                    PRINCIPAL AMOUNT
                    ----                    ----------------
                    2017                       $1,410,000
                    2018                        1,975,000
                    2019                        2,135,000
                    2020                        2,300,000
                    2021                        2,485,000
                    2022*                       2,680,000

------------------------------
*Maturity Date

            (d) OPTIONAL  REDEMPTION.  The Series 2001 Bonds or portions thereof
      maturing  in the years 2016 and 2022 shall be  subject to  redemption  and
      payment  prior to maturity on or after  October 1, 2010,  at the option of
      the Issuer,  upon instructions from the Tenant, as a whole at any time, or
      in part on any Interest Payment Date, at the following  redemption  prices
      (expressed as percentages of the principal amount  thereof),  plus accrued
      interest to the redemption date:

                Redemption Period                                    Price
                -----------------                                    -----
       October 1, 2010 through September 30, 2011                      102%
       October 1, 2011 through September 30, 2012                      101
       October 1, 2012 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,  upon  instructions  from the
Tenant, 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,
together  with the consent or request of the Tenant,  if such consent or request
is required,  at least 45 days prior to the  redemption  date. If the consent or
request of the Tenant is required  pursuant to the provisions of this Indenture,
such 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.


                                       16
<PAGE>


      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;

            (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.


                                       17
<PAGE>

      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 2001  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 2001 BONDS. The forms of the Series 2001 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  "Unified   Government  of  Wyandotte
County/Kansas City, Kansas, Project Fund (EPA Laboratory 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 2001 Bonds,  to be
designated  as the "Series 2001 Project  Account,"  and (b) establish a separate
account within the Project Fund with respect to each series of Additional  Bonds
as provided in the applicable Supplemental Indenture.

      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 2001 Bonds,  excluding
      such amounts thereof required to be paid into the Series 2001 Debt Service
      Account  pursuant to SECTION  603 hereof and the Series  2001  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 and the  applicable
      account  within the  Capitalized  Interest  Fund  pursuant  to SECTION 606
      hereof,

            (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 the Lease;

            (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 or in the Lease,  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 Tenant  that such moneys are to be  deposited  into the
      Project Fund.

      SECTION 503. DISBURSEMENTS FROM THE PROJECT FUND.

      (a) 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 ARTICLE IV of the Lease, and the Trustee hereby covenants
and agrees to disburse such moneys in accordance with such provisions; provided,
however,  that  disbursements from the Project Fund to pay Costs of Issuance and
Project Costs not part of the  construction  contract need not be signed by Koll
Construction,  L.P. or the Project Consultant. If the Issuer so requests, a copy
of each requisition  certificate submitted to the Trustee for payment under this
Section shall be promptly provided by the Trustee to the Issuer.


                                       18
<PAGE>


      (b) 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 and
the Tenant.

      SECTION 504. DISPOSITION UPON COMPLETION OF THE PROJECT. 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 Tenant of the  "Certificate  of
Completion"  required  by  SECTION  4.7 of the  Lease.  As soon  as  practicable
following  receipt  by  the  Trustee  of  such  Certificate  of  Completion  and
completion  by the  Trustee of the  determinations  and  transfers  required  by
SECTION  606(C)  hereof,  (a) any balance  remaining  in the Series 2001 Project
Account shall without further authorization be deposited in the Series 2001 Debt
Service Account and applied by the Trustee solely to the payment of principal of
the  Series  2001  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,  and (b) 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.

      SECTION 505. 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) "Unified  Government of Wyandotte  County/Kansas  City,  Kansas,
      Debt Service Fund (EPA Laboratory Project)" (the "Debt Service Fund");

            (b) "Unified  Government of Wyandotte  County/Kansas  City,  Kansas,
      Project   Replacement   Fund  (EPA  Laboratory   Project)"  (the  "Project
      Replacement Fund");

            (c) "Unified  Government of Wyandotte  County/Kansas  City,  Kansas,
      Capitalized  Interest Fund (EPA  Laboratory  Project)"  (the  "Capitalized
      Interest Fund");

            (d) "Unified  Government of Wyandotte  County/Kansas  City,  Kansas,
      Revenue Fund (EPA Laboratory Project)" (the "Revenue Fund");

            (e) "Unified Government of Wyandotte County/Kansas City, Kansas, Tax
      and  Insurance  Fund (EPA  Laboratory  Project)"  (the "Tax and  Insurance
      Fund"); and

            (f) "Unified  Government of Wyandotte  County/Kansas  City,  Kansas,
      Project  Operation and  Maintenance  Fund (EPA  Laboratory  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 2001 Bonds,  to be designated  as the "Series 2001 Debt Service  Account"
and the  "Series  2001  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
Any moneys  received  from the Tenant or  Subtenant  shall be  deposited  in the
Revenue  Fund in  accordance  with SECTION  10.7(G) of the Lease.  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 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.

                  SECOND:  To the Debt  Service  Fund in an amount  equal to the
                  monthly lease payment due from the Tenant  pursuant to SECTION
                  5.1 of the Lease  relating  to the  Bonds,  and to make up any
                  deficiencies in the Debt Service Fund related to any Bonds.


                                       19
<PAGE>

                  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 Tenant.

      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 Tenant.

      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 and premium,  if any, paid by
      the Series 2001 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  under and pursuant to
      any of the provisions of the Lease 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 and the Tenant,
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 Tenant is not in default  with  respect to
any payments  under the Lease 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 Tenant may cause such excess money in the accounts
contained  within the Debt  Service Fund or such part thereof or other moneys of
the  Tenant,  as the Tenant 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 Tenant 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 (as defined in the Lease) received  pursuant to
ARTICLE XV of the Lease.

      (b) Moneys held in the Project  Replacement Fund shall be used and applied
as provided in ARTICLE XV of the Lease.

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


                                       20
<PAGE>

      (a) The Trustee  shall  deposit the sum of  $3,313,557.54  into the Series
2001  Capitalized  Interest  Account from the proceeds of the sale of the Series
2001  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) October 1, 2003,  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 Sublease 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 applicable account of the Project 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 Tenant 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 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 Tenant 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 Tenant.

      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 Tenant shall repay to the Tenant
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
Tenant,  and the Owner  thereof shall be entitled to look only to the Tenant for
payment,  and then only to the extent of the  amount so  repaid,  and the Tenant
shall not be liable for any  interest  thereon  and shall not be  regarded  as a
trustee of such money.

                                  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


                                       21
<PAGE>


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, but solely from the rents,
revenues and receipts derived from the Project as described herein, 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. Nothing herein shall be construed as
requiring  the Issuer to operate the Project as a business  other than as lessor
or to use any funds or revenues  from any source  other than funds and  revenues
derived from the Project to pay the principal of,  premium,  if any, or 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 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  limited 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 and in the Lease,  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. MAINTENANCE,  TAXES AND INSURANCE. The Issuer represents that
pursuant to the provisions of ARTICLES VI, VII and VIII of the Lease, the Tenant
has agreed to cause the  Project to be  maintained  and kept in good  condition,
repair and working  order,  to pay,  as the same  respectively  become due,  all
taxes, assessments and other governmental charges at any time lawfully levied or
assessed  upon or  against  the  Project  or any part  thereof,  and to keep the
Project constantly  insured to the extent provided for therein,  all at the sole
expense of Tenant.

      SECTION 806.  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 807.  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  (at the  expense  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  808.  POSSESSION  AND USE OF  PROJECT.  So long as not  otherwise
provided in this  Indenture,  the Tenant  shall be  suffered  and  permitted  to
possess,  use and enjoy the  Project  and  appurtenances  so as to carry out its
obligations under the Lease.

                                       22
<PAGE>

                                   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,  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 the
Tenant,   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. In
such event,  the  Trustee  shall  rescind any  declaration  of  acceleration  of
installments  of Basic Rent (as  defined in the Lease) and  Additional  Rent (as
defined in the Lease) as provided in SECTION 17.1 of the Lease.

      (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 or exercise one or more of the rights
and powers  conferred  by this  Article  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.

      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

                                       23
<PAGE>

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 the  Lease 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;  but in such
      case,  the Issuer  shall have no  obligation  for any fees and expenses of
      such action except out of any funds which might come into the hands of the
      Issuer by reason of the  ownership of the Project and this  Indenture  and
      the Lease. 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 and the Tenant 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


                                       24
<PAGE>


      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.

      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.  The Trustee agrees that the Issuer shall have no liability
for any fees, charges or expenses of the Trustee, and the Trustee agrees to look
only to the Tenant for the  payment of all fees,  charges  and  expenses  of the
Trustee as provided in the Lease. 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
and the Tenant, to take effect not sooner than 90 days after its delivery.

      SECTION 1007.  REMOVAL OF TRUSTEE.  The Trustee may be removed at any time
by an instrument or concurrent  instruments in writing delivered to the Trustee,
executed  by the  Issuer and the  Tenant.  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 and the Tenant; 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 Mayor/CEO
and  attested  by its  Unified  Clerk  under its seal,  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
located in the State,  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,  the Issuer and the Tenant 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 or in the
Lease,  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


                                       25
<PAGE>

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.

      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,  the Tenant 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.  The Issuer shall have no liability for any fees, charges or
expenses  of the Paying  Agents,  and the Paying  Agents  shall look only to the
Tenant for the payment of all fees, charges and expenses of the Paying Agents as
provided in the Lease.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

      SECTION 1101. SUPPLEMENTAL INDENTURES 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  Indenture  or  Supplemental
Indentures as shall not be  inconsistent  with the terms and provisions  hereof,
for any one or more of the following purposes:

                                       26
<PAGE>

            (a) To cure any  ambiguity  or  formal  defect or  omission  in this
      Indenture 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;

            (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; and

            (e) To issue Additional Bonds as provided in SECTION 209 hereof.

      SECTION 1102. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF OWNERS.

      (a) Exclusive of Supplemental  Indentures 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 to the contrary  notwithstanding,  to consent to and
approve the  execution by the Issuer and the Trustee of such other  Supplemental
Indenture or Supplemental  Indentures 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 or
in any Supplemental Indenture; 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.

      (b) If at any time the Issuer shall  request the Trustee to enter into any
such Supplemental Indenture for any of the purposes of this Section, the Trustee
shall cause notice of the proposed  execution of such Supplemental  Indenture 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 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  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.

      SECTION 1103. TENANT'S CONSENT TO SUPPLEMENTAL INDENTURES. Anything herein
to the contrary  notwithstanding,  a Supplemental  Indenture  under this Article
which  affects any rights of the Tenant  shall not become  effective  unless and
until the Tenant shall have  consented in writing to the  execution and delivery
of such  Supplemental  Indenture,  provided  that  receipt by the  Trustee of an
amendment to the Lease executed by the Tenant in connection with the issuance of
Additional Bonds under SECTION 209 hereof shall be deemed to constitute  consent
of the Tenant to the execution of a Supplemental  Indenture  pursuant to SECTION
209 hereof.  In this  regard,  the Trustee  shall cause  notice of the  proposed
execution  and  delivery  of  any  such  Supplemental  Indenture  (other  than a
Supplemental Indenture proposed to be executed and delivered pursuant to SECTION
209 hereof),  together with a copy of the proposed Supplemental Indenture, to be
mailed to the Tenant at least 15 days prior to the  proposed  date of  execution
and delivery of any such Supplemental Indenture.

                                   ARTICLE XII

                          LEASE AND SUBLEASE AMENDMENTS

      SECTION 1201. LEASE AMENDMENTS. The Lease may be amended to the extent and
upon the terms and conditions set forth in SECTION 18.4 of the Lease.

      SECTION 1202. SUBLEASE  AMENDMENTS.  The Sublease 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

                                       27
<PAGE>

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 Tenant 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 Government Obligations.

      (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  Government  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 Tenant or any
affiliate of the Tenant 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 Tenant 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 Tenant or any affiliate of the Tenant.

      SECTION 1402. INTERESTED PARTIES.

      (a) THIRD PARTY  BENEFICIARIES.  To the extent that this Indenture confers
upon or gives or grants to the Tenant or the  Owners any right,  remedy or claim
under or by reason of this  Indenture,  the  Tenant  and 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.


                                       28
<PAGE>


      (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, the Tenant 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,
the Tenant 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.  A  duplicate  copy of each  notice,  certificate  or other
communication  given  hereunder  by either the Issuer or the Tenant to the other
shall also be given to the Trustee.  The Issuer,  the Trustee and the Tenant 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  2001  Bonds,  (iii) if all of the  Series  2001  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,  the Lease or the Sublease.  The Issuer shall  provide  copies of all
documents related to the amendment of this Indenture,  the Lease or the Sublease
to any rating agency then maintaining a rating on the Series 2001 Bonds.

      SECTION 1404.  SUSPENSION OF NEWSPAPER  PUBLICATION  OR MAIL SERVICE.  If,
because of the temporary or permanent  suspension of the  publication or general
circulation of any Authorized Newspaper or suspension of regular mail service or
for any other reason,  it is impossible  or  impractical  to publish or 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 Tenant, the Trustee and, to the extent the rights
or obligations of the Subtenant under the Sublease are affected, the Subtenant.

      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.


             [The remainder of this page intentionally left blank.]


                                       29
<PAGE>


      IN WITNESS  WHEREOF,  Issuer has caused this Indenture to be signed in its
name and behalf by its Mayor and its corporate  seal to be hereunto  affixed and
attested by its Unified  Clerk,  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.

                                           UNIFIED GOVERNMENT OF
                                           WYANDOTTE COUNTY/KANSAS CITY,
                                           KANSAS, as Issuer


                                           By: /s/ Carol Marinovich
                                               ---------------------------------
                                           Name: Carol Marinovich
                                           Title: Mayor/CEO
(Seal)

ATTEST:

/s/ Donna M. Teasley
----------------------------------------
Name: Donna M. Teasley
Title: Deputy Unified Government Clerk



Trust Indenture
EPA Laboratory - 2001

                                      S-1
<PAGE>


                                     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
EPA Laboratory - 2001

                                      S-2