TRUST INDENTURE

Indenture Agreement

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CAPITAL LEASE FUNDING INC | UNIFIED GOVERNMENT OF WYANDOTTE COUNTY/KANSAS CITY, KANSAS | SECURITY BANK OF KANSAS CITY

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Title: TRUST INDENTURE
Governing Law: Kansas Date: 11/14/2005

TRUST INDENTURE, Parties: capital lease funding inc , unified government of wyandotte county/kansas city kansas , security bank of kansas city

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TRUST INDENTURE

DATED AS OF FEBRUARY 1, 2001

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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

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.

<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;

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:

<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,

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

<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;

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;

<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);

(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:

<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

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

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.

<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;

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.

<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;

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.

<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.

"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

<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.

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.

<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.

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

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